RELATIONSHIPS WITH ITS SUPPLIERS, SERVICE PROVIDERS, DISTRIBUTORS,
CUSTOMERS AND OTHERS HAVING BUSINESS RELATIONSHIPS WITH THE COMPANY, AND SHALL
NOT, OTHER THAN AS DISCLOSED IN THE COMPANY DISCLOSURE LETTER, MAKE ANY MATERIAL
CHANGE IN THE BUSINESS, ASSETS, LIABILITIES, OPERATIONS, CAPITAL OR AFFAIRS OF
THE COMPANY, IN PARTICULAR, WITH RESPECT TO THE PROSECUTION, BUDGET, NATURE,
PROGRESS OR REPORTING WITH RESPECT TO ITS CLINICAL TRIALS EXCEPT AS REQUIRED BY
APPLICABLE LAWS;
(B)
THE COMPANY SHALL NOT DIRECTLY OR INDIRECTLY
DO OR PERMIT TO OCCUR ANY OF THE FOLLOWING:
(I)
AMEND THE COMPANY GOVERNING DOCUMENTS;
(II)
DECLARE, PAY OR SET ASIDE FOR PAYMENT ANY
DIVIDEND OR OTHER DISTRIBUTION OF ANY KIND (WHETHER IN CASH, SHARES, PROPERTY OR
OTHERWISE) IN RESPECT OF SHARES OR OTHER SECURITIES OWNED BY ANY PERSON;
(III)
ISSUE, SELL OR PLEDGE OR AGREE TO ISSUE,
SELL OR PLEDGE ANY SHARES OR OTHER SECURITIES OF THE COMPANY, OR SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR, OR OTHERWISE EVIDENCING A
RIGHT TO ACQUIRE SHARES, OTHER THAN SHARES ISSUABLE PURSUANT TO THE TERMS OF THE
OPTIONS OUTSTANDING ON THE DATE HEREOF, AS PREVIOUSLY DISCLOSED IN THE COMPANY
REPORTS;
(IV)
REDEEM, PURCHASE OR OTHERWISE ACQUIRE ANY OF
ITS OUTSTANDING SHARES OR OTHER SECURITIES;
(V)
SPLIT, COMBINE OR RECLASSIFY ANY OF ITS
SHARES;
(VI)
ADOPT A PLAN OF LIQUIDATION OR RESOLUTIONS
PROVIDING FOR THE LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION OR
REORGANIZATION OF THE COMPANY;
(VII)
REDUCE THE STATED CAPITAL OF THE COMPANY;
(VIII)
REORGANIZE, AMALGAMATE OR MERGE THE COMPANY WITH
ANY OTHER PERSON; OR
(IX)
ENTER INTO OR MODIFY ANY CONTRACT TO DO ANY
OF THE FOREGOING;
(X)
SELL, PLEDGE, LEASE, DISPOSE OF OR GRANT
ANY ENCUMBRANCE OVER OR IN RESPECT OF ANY OF ITS ASSETS, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS (SUBJECT TO A MAXIMUM VALUE OF $100,000 PER INDIVIDUAL ASSET
AND AN AGGREGATE MAXIMUM VALUE OF ALL ASSETS OF $500,000);
24
(XI)
EXCEPT FOR PLANNED ACQUISITIONS OR
INVESTMENTS AS PREVIOUSLY DISCLOSED ACQUIRE (BY MERGER, AMALGAMATION,
CONSOLIDATION, ACQUISITION OF SHARES OR ASSETS OR OTHERWISE) ANOTHER PERSON OR
DIVISION THEREOF OR MAKE ANY INVESTMENT EITHER BY PURCHASE OF SHARES OR
SECURITIES, CONTRIBUTION OF CAPITAL (OTHER THAN TO WHOLLY- OWNED SUBSIDIARIES),
PROPERTY TRANSFER OR PURCHASE OF ANY PROPERTY OR ASSETS OF ANY OTHER PERSON OR
DIVISION THEREOF, EXCEPT FOR PURCHASES OF INVENTORY OR EQUIPMENT OR SHORT TERM
DEBT SECURITIES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE;
(XII)
INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR
ANY OTHER MATERIAL LIABILITY OR OBLIGATION OR ISSUE ANY DEBT SECURITIES OR
ASSUME, GUARANTEE, ENDORSE OR OTHERWISE BECOME RESPONSIBLE FOR OR AGREE TO
INDEMNIFY THE OBLIGATIONS OF ANY OTHER PERSON (OTHER THAN IN RESPECT OF THE
COMPANY OR ONE OF ITS SUBSIDIARIES) OR MAKE ANY LOANS OR ADVANCES, EXCEPT IN THE
ORDINARY COURSE OF BUSINESS;
(XIII)
EXCEPT FOR PLANNED EXPENDITURES AS PREVIOUSLY
DISCLOSED, EXPEND OR COMMIT TO EXPEND ANY AMOUNTS WITH RESPECT TO CAPITAL
EXPENSES EXCEPT IN THE ORDINARY COURSE OF BUSINESS (SUBJECT TO A MAXIMUM OF
$250,000 PER EXPENDITURE AND AN AGGREGATE MAXIMUM OF ALL EXPENDITURES OF