PERSON IS
NOTIFIED OF THE CONFIDENTIALITY OBLIGATIONS HEREIN AND AGREES TO BE BOUND
THERETO OR IN THE CASE OF INVESTOR PARENT'S LIMITED PARTNERS, BOUND BY
COMPARABLE CONFIDENTIALITY PROVISIONS;
(2)
TO REGULATORY AUTHORITIES IN CONNECTION WITH THE PREPARATION OR
SUBMISSION OF FINANCIAL REPORTS, TAX RETURNS OR REPORTS REQUIRED BY LAW TO BE
SUBMITTED OR MADE AVAILABLE TO ANY GOVERNMENTAL OR REGULATORY AGENCY;
(3)
AS REQUIRED BY APPLICABLE LAWS, RULES AND REGULATIONS (INCLUDING
FOR PURPOSES OF MAKING ANY FILING OR OTHER DISCLOSURE); PROVIDED THAT IN THE
CASE OF (2) AND (3), EXCEPT AS REQUIRED IN CONNECTION WITH SECURITIES FILINGS,
THE PARTY REQUIRED TO DISCLOSE SUCH INFORMATION NOTIFIES THE OTHER PARTY IN
ADVANCE OF SUCH DISCLOSURE, COOPERATES WITH SUCH PARTY SHOULD IT CHOOSE TO SEEK
A PROTECTIVE ORDER, AND
USE ITS BEST EFFORTS TO OBTAIN CONFIDENTIAL TREATMENT FOR SUCH INFORMATION, AND,
PROVIDED, FURTHER, THAT IN CONNECTION WITH ANY SECURITIES FILINGS, THE PARTY
REQUIRED TO MAKE THE FILING SHALL PROVIDE A DRAFT OF ANY SECURITIES FILING THAT
REFERENCES THE OTHER PARTY OR ANY OF THEIR AFFILIATES WITHIN A REASONABLE TIME
PRIOR TO THE APPLICABLE FILING DATE AND SHALL INCORPORATE SUCH PARTY'S
REASONABLE COMMENTS THERETO;
(4)
WITH THE PRIOR WRITTEN CONSENT OF INVESTOR
OR DFR, AS APPLICABLE; AND
(5)
IN CONNECTION WITH ANY PROPOSED AUTHORIZED
TRANSFER OF ANY OF THEIR RESPECTIVE INTERESTS IN DFR, DCM, PM, ANY DEERFIELD
PEGASUS FUND AND ANY DEERFIELD PEGASUS FUND GP OR ANY DFR AFFILIATE.
(D)
THE FOREGOING SHALL NOT LIMIT THE DISCLOSURE
OF THE TAX TREATMENT OR TAX STRUCTURE OF ANY DEERFIELD PEGASUS FUND (OR ANY
TRANSACTIONS UNDERTAKEN BY ANY DEERFIELD PEGASUS FUND).
AS USED HEREIN, THE
TERM "TAX TREATMENT" REFERS TO THE PURPORTED OR CLAIMED TAX TREATMENT AND THE
TERM "TAX STRUCTURE" REFERS TO ANY FACT THAT MAY BE APPLICABLE TO UNDERSTANDING
THE PURPORTED OR CLAIMED TAX TREATMENT, PROVIDED THAT, FOR THE AVOIDANCE OF
DOUBT, (1) EXCEPT TO THE EXTENT OTHERWISE ESTABLISHED IN PUBLISHED GUIDANCE, TAX
TREATMENT AND TAX STRUCTURE SHALL NOT INCLUDE THE NAME OF OR CONTACT INFORMATION
FOR, OR ANY OTHER SIMILAR IDENTIFYING INFORMATION REGARDING, ANY DEERFIELD
PEGASUS FUND, ANY RELATED INVESTMENT FUND OR ANY OF THEIR INVESTMENTS
(INCLUDING, WITHOUT LIMITATION, THE NAMES OF ANY EMPLOYEES OR AFFILIATES
THEREOF) AND (2) NOTHING IN THIS SECTION 12 SHALL LIMIT THE ABILITY OF A LIMITED
PARTNER OF ANY DEERFIELD PEGASUS FUND TO MAKE ANY DISCLOSURE TO SUCH LIMITED
PARTNER'S TAX ADVISORS OR TO THE U.S. INTERNAL REVENUE SERVICE OR ANY OTHER
TAXING AUTHORITY.
13.
Compliance with Applicable Laws; Insurance.
(a)
Each party hereto shall perform its
obligations under the Transaction Documents in compliance with all applicable
laws.
In addition, DFR shall use reasonable best efforts to cause DCM, each
Deerfield Pegasus Fund Investment Advisor, each Deerfield Pegasus Fund and each
Deerfield Pegasus Fund GP to comply with all laws, rules and regulations
applicable to such entities, including, without limitation, all applicable
securities and anti-money laundering laws, rules and regulations in all material
respects.
(b)
In respect of each Deerfield Pegasus Fund
and each Deerfield Pegasus Fund GP,