AGREEMENT
CONTAINING NO LESS FAVORABLE TERMS THAN THE CONFIDENTIALITY AGREEMENT; AND
(V) AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO FURNISHING ANY SUCH NONPUBLIC
INFORMATION TO SUCH PERSON, THE RELEVANT PARTY FURNISHES SUCH NONPUBLIC
INFORMATION TO THE OTHER PARTY (TO THE EXTENT SUCH NONPUBLIC INFORMATION HAS NOT
BEEN PREVIOUSLY FURNISHED BY THE COMPANY TO OTHER PARTY).
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH RELEVANT PARTY ACKNOWLEDGES AND AGREES THAT
ANY VIOLATION OF, OR THE TAKING OF ANY ACTION INCONSISTENT WITH, ANY OF THE
RESTRICTIONS SET FORTH IN THE PRECEDING
10
SENTENCE BY ANY OF ITS RESPECTIVE REPRESENTATIVES, WHETHER OR NOT SUCH
REPRESENTATIVE IS PURPORTING TO ACT ON BEHALF OF THE RELEVANT PARTY OR ITS
RESPECTIVE SUBSIDIARIES, SHALL BE DEEMED TO CONSTITUTE A BREACH OF PARAGRAPH
11.1 BY THE RELEVANT PARTY.
11.3
NOTICE.
THE RELEVANT PARTY SHALL WITHIN 24 HOURS
AFTER RECEIPT OF ANY ACQUISITION PROPOSAL, ANY INQUIRY OR INDICATION OF INTEREST
THAT COULD REASONABLY BE EXPECTED TO LEAD TO AN ACQUISITION PROPOSAL OR ANY
REQUEST FOR NONPUBLIC INFORMATION ADVISE THE OTHER PARTY ORALLY AND IN WRITING
OF ANY ACQUISITION PROPOSAL, ANY INQUIRY OR INDICATION OF INTEREST THAT COULD
LEAD TO AN ACQUISITION PROPOSAL OR ANY REQUEST FOR NONPUBLIC INFORMATION
RELATING TO THE RELEVANT PARTY (INCLUDING THE IDENTITY OF THE PERSON MAKING OR
SUBMITTING SUCH ACQUISITION PROPOSAL, INQUIRY, INDICATION OF INTEREST OR
REQUEST, AND THE TERMS THEREOF) THAT IS MADE OR SUBMITTED BY ANY PERSON.
THE
RELEVANT PARTY SHALL KEEP THE OTHER PARTY FULLY AND PROMPTLY INFORMED WITH
RESPECT TO THE STATUS OF ANY SUCH ACQUISITION PROPOSAL, INQUIRY, INDICATION OF
INTEREST OR REQUEST AND ANY MODIFICATION OR PROPOSED MODIFICATION THERETO.
11.4
TERMINATION OF EXISTING DISCUSSIONS.
THE
RELEVANT PARTY SHALL IMMEDIATELY TERMINATE ANY DISCUSSIONS ONGOING AS OF THE
DATE OF THIS AGREEMENT WITH ANY PERSON THAT RELATE TO ANY ACQUISITION PROPOSAL.
11.5
WAIVER.
THE RELEVANT PARTY AGREES NOT TO RELEASE
OR PERMIT THE RELEASE OF ANY PERSON FROM, OR TO WAIVE OR PERMIT THE WAIVER OF
ANY PROVISION OF, ANY CONFIDENTIALITY, "STANDSTILL" OR SIMILAR AGREEMENT TO
WHICH THE RELEVANT PARTY OR ITS RESPECTIVE SUBSIDIARIES IS A PARTY, AND WILL USE
ITS COMMERCIALLY REASONABLE EFFORTS TO ENFORCE OR CAUSE TO BE ENFORCED EACH SUCH
AGREEMENT AT THE REQUEST OF THE OTHER PARTY.
12.
GOVERNING LAW
12.1
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, USA, WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS (EXCEPT TO THE EXTENT THAT APPLICABLE LAWS
GOVERNING THE CORPORATE ORGANIZATION OF LAWSON OR INTENTIA MANDATE THE
APPLICATION OF THE LAWS OF THE JURISDICTION OF ORGANIZATION OF SUCH PARTY AND
EXCEPT TO THE EXTENT THAT APPLICATION OF LAWS OF SWEDEN APPLY TO THE OFFER).
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY CONSENTS AND SUBMITS TO THE
JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF DELAWARE
FOR PURPOSES OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.
13.
PUBLIC ANNOUNCEMENTS; STOCKHOLM LISTING; SDR FACILITY
13.1
NEITHER LAWSON, INTENTIA NOR ANY