EXPEDITIOUSLY AS POSSIBLE NOTIFIES THE
COMPANY OF THE OCCURRENCE OF ANY EVENT AS TO IT AS A RESULT OF WHICH ANY
PROSPECTUS CONTAINS AN UNTRUE STATEMENT OF MATERIAL FACT OR OMITS TO STATE A
MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING AND (C) COMPLETES AND EXECUTES ALL QUESTIONNAIRES, POWERS
OF ATTORNEY, INDEMNITIES, UNDERWRITING AGREEMENTS AND OTHER DOCUMENTS REASONABLY
REQUIRED UNDER THE TERMS OF SUCH UNDERWRITING ARRANGEMENTS.
10.
TRANSFER OF REGISTRATION RIGHTS.
THE RIGHTS GRANTED TO ANY HOLDER
UNDER THIS AGREEMENT MAY BE ASSIGNED TO ANY TRANSFEREE OF REGISTRABLE SECURITIES
IN CONNECTION WITH ANY TRANSFER OR ASSIGNMENT OF REGISTRABLE SECURITIES BY A
HOLDER; PROVIDED, HOWEVER, THAT:
(A) SUCH TRANSFER IS OTHERWISE EFFECTED IN
ACCORDANCE WITH APPLICABLE SECURITIES LAWS, (B) IF NOT ALREADY A PARTY HERETO,
THE ASSIGNEE OR TRANSFEREE AGREES IN WRITING PRIOR TO SUCH TRANSFER TO BE BOUND
BY THE PROVISIONS OF THIS AGREEMENT APPLICABLE TO THE TRANSFEROR, AND (C)
BIOVAIL SHALL ACT AS AGENT AND REPRESENTATIVE FOR SUCH HOLDER FOR THE GIVING AND
RECEIVING OF NOTICES HEREUNDER.
11.
INFORMATION BY HOLDER.
EACH HOLDER SHALL FURNISH TO THE COMPANY
SUCH WRITTEN INFORMATION REGARDING SUCH HOLDER AND ANY DISTRIBUTION PROPOSED BY
SUCH HOLDER AS THE COMPANY MAY REASONABLY REQUEST IN WRITING IN CONNECTION WITH
ANY REGISTRATION, QUALIFICATION OR COMPLIANCE REFERRED TO IN THIS AGREEMENT AND
SHALL PROMPTLY NOTIFY THE COMPANY OF ANY CHANGES IN SUCH INFORMATION.
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12.
EXCHANGE ACT COMPLIANCE.
THE COMPANY SHALL COMPLY WITH ALL OF THE
REPORTING REQUIREMENTS OF THE EXCHANGE ACT THEN APPLICABLE TO IT AND SHALL
COMPLY WITH ALL OTHER PUBLIC INFORMATION REPORTING REQUIREMENTS OF THE
COMMISSION WHICH ARE CONDITIONS TO THE AVAILABILITY OF RULE 144 FOR THE SALE OF
THE REGISTRABLE SECURITIES.
THE COMPANY SHALL COOPERATE WITH EACH HOLDER IN
SUPPLYING SUCH INFORMATION AS MAY BE NECESSARY FOR SUCH HOLDER TO COMPLETE AND
FILE ANY INFORMATION REPORTING FORMS PRESENTLY OR HEREAFTER REQUIRED BY THE
COMMISSION AS A CONDITION TO THE AVAILABILITY OF RULE 144.
13.
TERMINATION OF REGISTRATION RIGHTS.
ALL REGISTRATION RIGHTS
GRANTED UNDER THIS AGREEMENT SHALL TERMINATE AND BE OF NO FURTHER FORCE AND
EFFECT, AS TO ANY PARTICULAR HOLDER, AT SUCH TIME AS ALL REGISTRABLE SECURITIES
HELD BY SUCH HOLDER ARE ELIGIBLE TO BE SOLD WITHOUT COMPLIANCE WITH THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO RULE 144 (INCLUDING
RULE 144(K)) PROMULGATED THEREUNDER OR HAVE BEEN RESOLD PURSUANT TO A
REGISTRATION STATEMENT HEREUNDER.
14.
MISCELLANEOUS.
(A)
NO INCONSISTENT AGREEMENTS.
THE COMPANY WILL NOT HEREAFTER ENTER
INTO ANY AGREEMENT WITH RESPECT TO ITS SECURITIES WHICH IS INCONSISTENT WITH OR
VIOLATES THE RIGHTS GRANTED TO THE HOLDERS IN THIS AGREEMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF A MAJORITY IN INTEREST OF SUCH REGISTRABLE SECURITIES.
(B)
REMEDIES.
ANY PERSON HAVING RIGHTS UNDER ANY PROVISION OF THIS
AGREEMENT WILL BE ENTITLED TO ENFORCE SUCH RIGHTS SPECIFICALLY TO RECOVER
DAMAGES CAUSED BY REASON OF ANY BREACH OF ANY PROVISION OF THIS AGREEMENT AND TO
EXERCISE ALL OTHER RIGHTS GRANTED BY LAW.
THE PARTIES HERETO AGREE AND
ACKNOWLEDGE