SHALL CONTINUE
TO COOPERATE AFTER THE CLOSING TO EFFECT THE SUBSTANCE AND INTENT OF THE
TRANSACTIONS DESCRIBED IN THIS AGREEMENT.
10.5
FULL ACCESS.
SUBSEQUENT TO THE CLOSING, SELLER SHALL, UPON
REQUEST, PROVIDE BUYER AND BUYER'S REPRESENTATIVES WITH ANY INFORMATION AS BUYER
MAY REASONABLY REQUEST IN ORDER TO VERIFY PERFORMANCE OF AND COMPLIANCE WITH THE
REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS APPLICABLE TO SELLER
HEREUNDER OR THE RELATED DOCUMENTS.
10.6
PRESERVATION OF RECORDS.
SUBSEQUENT TO THE CLOSING, BUYER SHALL,
UPON REQUEST, PROVIDE SELLER AND SELLER'S REPRESENTATIVES WITH ANY INFORMATION
WITH RESPECT TO THE BUSINESS AS SELLER MAY REASONABLY REQUEST IN CONNECTION WITH
A BUSINESS PURPOSE, INCLUDING BUT NOT LIMITED TO COMPLIANCE WITH SELLER'S TAX
AND LEGAL OBLIGATIONS.
THE PARTIES SHALL RETAIN UNTIL THE APPLICABLE STATUTES
OF LIMITATION HAVE EXPIRED (INCLUDING ANY EXTENSIONS), COPIES OF TAX RETURNS,
SUPPORTING WORK SCHEDULES AND OTHER RECORDS OR INFORMATION WHICH MAY BE RELEVANT
FOR ALL TAX PERIODS OR PORTIONS THEREOF ENDING BEFORE AND INCLUDING THE CLOSING
DATE.
10.7
TRANSITION SERVICES AGREEMENT.
PURSUANT TO THE TERMS OF THE
TRANSITION SERVICES AGREEMENT, SELLER SHALL (A) PROVIDE SPECIFIED FACILITY AND
OTHER ADMINISTRATIVE AND SUPPORT SERVICES TO THE BUYER AND (B) MAKE AVAILABLE
DESIGNATED ASSETS FOR THE BUYER'S PART TIME, REASONABLE USE, INCLUDING SPECIFIED
LABORATORY EQUIPMENT, COMPUTER HARDWARE AND COMPUTER SOFTWARE, AND (C) UPON
REQUEST, WORK WITH THE BUYER TO HELP IT OBTAIN SOFTWARE LICENSES EQUIVALENT TO
THOSE OF SELLER, THEN DUPLICATE SELLER'S INFORMATION INTO DATABASES THAT WILL BE
OWNED BY BUYER.
THE TERM OF THE TRANSITION SERVICES AGREEMENT SHALL COMMENCE ON
THE CLOSING DATE AND SHALL END ON DECEMBER 31, 2005.
24
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1
INVESTIGATIONS AND SURVIVAL.
THE RESPECTIVE REPRESENTATIONS,
WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER AND BUYER HEREIN AND IN THE
RELATED DOCUMENTS, OR IN ANY CERTIFICATES OR OTHER DOCUMENTS DELIVERED PRIOR TO
OR AT THE CLOSING, SHALL NOT BE DEEMED MODIFIED, WAIVED OR OTHERWISE AFFECTED BY
ANY INVESTIGATION MADE BY ANY PARTY OR ITS REPRESENTATIVES HERETO.
11.2
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT MAY NOT BE ASSIGNED BY A
PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARTIES HERETO WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED; PROVIDED, HOWEVER, THIS AGREEMENT
MAY BE ASSIGNED AND THE OBLIGATIONS HEREUNDER DELEGATED BY THE BUYER TO A
PURCHASER OR ACQUIROR OF ALL OR SUBSTANTIALLY ALL OF THE BUSINESS, STOCK OR
ASSETS OF BUYER IN WHATEVER FORM OF CORPORATE TRANSACTION OR TO ANY OTHER
CORPORATION OR ENTITY THAT, DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE
INTERMEDIARIES, CONTROLS, IS CONTROLLED BY OR UNDER COMMON CONTROL WITH BUYER
WITHOUT THE CONSENT OF SELLER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE TERMS
AND CONDITIONS OF THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING
UPON THE RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, LEGATEES, EXECUTORS AND
ADMINISTRATORS OF THE PARTIES.
11.3
GOVERNING LAW; JURISDICTION AND VENUE; SEVERABILITY.
THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
THE
PARTIES AGREE THAT ANY DISPUTE REGARDING THE INTERPRETATION OR