TO BECOME ENGAGED IN THE BUSINESS OF CONDUCTING ANY
PURCHASER COMPETING ACTIVITIES ANYWHERE IN THE WORLD, PROVIDED, HOWEVER, THAT,
FOR THE PURPOSES OF THIS CLAUSE 8.6.1, NONE OF THE FOLLOWING SHALL BE DEEMED TO
BE IN VIOLATION OF THIS CLAUSE 8.6.1: (I) OWNERSHIP OF SECURITIES HAVING NO MORE
THAN 5% (FIVE PERCENT) OF THE OUTSTANDING VOTING POWER OF ANY PERSON WHICH ARE
LISTED ON ANY NATIONAL SECURITIES EXCHANGE AS LONG AS THE PERSON OWNING SUCH
SECURITIES HAS NO OTHER CONNECTION OR RELATIONSHIP WITH SUCH PERSON,
(II) PERFORMING ACTIVITIES INTENDED TO ENABLE KRR, THE SELLER OR THEIR
RESPECTIVE AFFILIATES TO ENGAGE IN A BUSINESS THAT CONDUCTS THE PURCHASER
COMPETING ACTIVITIES FOLLOWING THE EXPIRATION OF THE RESTRICTED PERIOD PROVIDED
THAT THE PERFORMANCE OF SUCH ACTIVITIES DOES NOT CONSTITUTE, DIRECTLY OR
INDIRECTLY, A BREACH OF (A) OR (B) OF THIS CLAUSE 8.6.1 AS CONTRASTED TO THE
PREPARATION THEREFOR FOLLOWING THE EXPIRATION OF THE RESTRICTED PERIOD, (III) IF
THE SELLER IS ACQUIRED IN A SINGLE TRANSACTION OR SERIES OF RELATED TRANSACTION
BY ANY PERSON WHOSE TURNOVER IN THE LAST ACCOUNTING YEAR EXCEEDED
[
*
*
*
] (MEASURED IN
TERMS OF THE CONSOLIDATED TURNOVER OF SUCH PERSON AND ITS AFFILIATES) THAT
CONDUCTS (OR WHOSE AFFILIATES CONDUCT) ANY PURCHASER COMPETING ACTIVITIES
ANYWHERE IN THE WORLD (TAKEN TOGETHER WITH ITS AFFILIATES, THE "COMPETING
ACQUIRING PERSONS") IF BOTH (A) THE PURCHASER COMPETING ACTIVITIES OF THE
COMPETING ACQUIRING PERSONS REPRESENT NOT MORE THAN 50% (FIFTY PERCENT) OF THE
BUSINESS OF THE COMPETING ACQUIRING PERSONS (MEASURED IN TERMS OF TURNOVER
AND/OR ASSETS IN THE LAST ACCOUNTING YEAR OF THE COMPETING ACQUIRING PERSONS)
AND (B) THE SELLER DOES NOT ENGAGE IN ANY BUSINESS ANYWHERE IN THE WORLD THAT
CONDUCTS ANY PURCHASER COMPETING ACTIVITIES FOLLOWING THE CONSUMMATION OF SUCH
ACQUISITION (IT IS BEING AGREED AND UNDERSTOOD THAT FOR PURPOSES OF THIS
SUBCLAUSE (III) THE SELLER SHALL NOT BE DEEMED AN AFFILIATE OF THE COMPETING
ACQUIRING PERSON) OR (IV) THE SELLER ENGAGING IN THE BUSINESS OF RESEARCHING,
DEVELOPING, MANUFACTURING, SELLING, MARKETING OR DISTRIBUTING VACCINES ANYWHERE
IN THE WORLD (THE "VACCINE BUSINESS"). IF REQUESTED BY THE PURCHASER AT ANY TIME
DURING THE RESTRICTED PERIOD, THE SELLER SHALL PROMPTLY (AND NOT LATER THAN 10
(TEN) DAYS FOLLOWING RECEIPT OF SUCH REQUEST FROM THE PURCHASER) DELIVER TO THE
PURCHASER A CERTIFICATE EXECUTED BY AN OFFICER OF THE SELLER IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE PURCHASER CERTIFYING THE COMPLIANCE OF
KRR, THE SELLER AND THEIR RESPECTIVE AFFILIATES WITH THE TERMS OF THIS CLAUSE
8.6.1.
THE SELLER ACKNOWLEDGES AND AGREES THAT, AS OF THE EFFECTIVE DATE, THE
SELLER AND ITS AFFILIATES ARE NOT ENGAGED IN THE VACCINE BUSINESS.
THE PARTIES
AGREE THAT, DURING THE PERIOD FROM THE EFFECTIVE DATE TO THE CLOSING DATE, THE
SELLER AND ANY OF ITS AFFILIATES MAY ENGAGE IN THE VACCINE BUSINESS PROVIDED
THAT THE
51
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
ACTIVITIES OF SUCH VACCINE BUSINESS ARE MAINTAINED