45
SUCCESSORS AND PERMITTED ASSIGNS, AND THEY WILL NOT BE CONSTRUED AS CONFERRING
ANY RIGHTS ON ANY OTHER PARTIES.
SECTION 14.12
FURTHER ASSURANCES. EACH PARTY WILL DULY
EXECUTE AND DELIVER, OR CAUSE TO BE DULY EXECUTED AND DELIVERED, SUCH FURTHER
INSTRUMENTS AND DO AND CAUSE TO BE DONE SUCH FURTHER ACTS AND THINGS, INCLUDING
THE FILING OF SUCH ASSIGNMENTS, AGREEMENTS, DOCUMENTS AND INSTRUMENTS, AS MAY BE
NECESSARY TO CARRY OUT THE PROVISIONS AND PURPOSES OF THIS AGREEMENT.
SECTION 14.13
HSR ACT FILING; SYMPHONY GENISIS PURCHASE
OPTION CLOSING AND TECHNOLOGY LICENSE TERMINATION; EFFECTIVE DATE.
(A) THE PARTIES WILL EACH, PRIOR TO OR AS PROMPTLY AS PRACTICABLE AFTER THE
EXECUTION DATE, FILE OR CAUSE TO BE FILED WITH THE U.S. FEDERAL TRADE COMMISSION
AND THE U.S. DEPARTMENT OF JUSTICE (REQUESTING EARLY TERMINATION OF THE WAITING
PERIOD) ANY NOTIFICATIONS REQUIRED TO BE FILED UNDER THE HSR ACT WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED THAT THE PARTIES WILL EACH FILE
THE NOTIFICATIONS REQUIRED TO BE FILED UNDER THE HSR ACT NO LATER THAN FIVE (5)
BUSINESS DAYS AFTER THE EXECUTION DATE OF THIS AGREEMENT. EACH PARTY WILL BE
RESPONSIBLE FOR ITS OWN COSTS IN CONNECTION WITH SUCH FILING. THE PARTIES WILL
USE COMMERCIALLY REASONABLE EFFORTS TO RESPOND PROMPTLY TO ANY REQUESTS FOR
ADDITIONAL INFORMATION MADE BY EITHER OF SUCH AGENCIES, AND TO CAUSE THE WAITING
PERIODS UNDER THE HSR ACT AND ANY APPLICABLE FOREIGN EQUIVALENT THEREOF TO
TERMINATE OR EXPIRE AT THE EARLIEST POSSIBLE DATE AFTER THE DATE OF FILING.
NOTWITHSTANDING THE FOREGOING OR ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER
OMI NOR ANY OF ITS AFFILIATES SHALL BE REQUIRED TO AGREE TO ANY SALE, TRANSFER,
LICENSE, SEPARATE HOLDING, DIVESTITURE OR OTHER DISPOSITION OF, OR TO ANY
PROHIBITION OF, OR ANY LIMITATION ON, THE ACQUISITION, OWNERSHIP, OPERATION,
EFFECTIVE CONTROL OR EXERCISE OF FULL RIGHTS OF OWNERSHIP OF (A "DIVESTITURE"),
ANY ASSET OR ASSETS OF OMI OR ITS AFFILIATES.
(B) ISIS WILL, UPON RECEIPT OF NOTICE OF THE EXPIRATION OR EARLIER TERMINATION
OF THE WAITING PERIOD UNDER THE HSR ACT IN THE UNITED STATES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY ("HSR CLEARANCE"), IMMEDIATELY (I) EXERCISE THE
PURCHASE OPTION PURSUANT TO THE PURCHASE OPTION AGREEMENT, DATED APRIL 7, 2006
(THE "PURCHASE OPTION AGREEMENT"), AMONG ISIS, SYMPONY GENISIS HOLDINGS LLC
("HOLDINGS") AND SYMPHONY GENISIS INC. ("SYMPHONY GENISIS"), (II) CONSUMMATE THE
PURCHASE OPTION CLOSING AND RE-ACQUIRE THE RIGHTS TO ISIS' GCCR PROGRAM AND GCGR
PROGRAM PURSUANT TO THE PURCHASE OPTION AGREEMENT, AND (III) TERMINATE THE
NOVATED AND RESTATED TECHNOLOGY LICENSE AGREEMENT, DATED APRIL 7, 2007 (THE
"TECHNOLOGY LICENSE AGREEMENT"), BETWEEN ISIS, HOLDINGS AND SYMPHONY GENISIS.
(C)
NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, ARTICLES
2, 3,
4, 5, 6, 9, AND 11 OF THIS
AGREEMENT
WILL NOT BECOME EFFECTIVE AND BINDING ON THE PARTIES UNTIL (I)
RECEIPT OF HSR CLEARANCE (II) THE CONSUMMATION OF THE PURCHASE OPTION CLOSING
AND THE TERMINATION OF THE TECHNOLOGY LICENSE AGREEMENT, AND (III) RECEIPT BY
OMI OF A CONFIRMATION OF CLOSING, IN THE FORM SET FORTH IN APPENDIX