IN REASONABLE
DETAIL THE IDENTITY OF THE OFFEROR AND THE TERMS AND CONDITIONS OF SUCH
PROPOSAL, INQUIRY OR CONTACT.
SELLER SHALL CONTINUE TO KEEP BUYER INFORMED, ON
A CURRENT BASIS, OF ALL MATERIAL DEVELOPMENTS WITH RESPECT TO THE STATUS OF ANY
SUCH DISCUSSIONS OR NEGOTIATIONS AND THE TERMS BEING DISCUSSED OR NEGOTIATED.
(D) NOTHING IN THIS SECTION 5.1 SHALL (I) PERMIT SELLER TO TERMINATE THIS
AGREEMENT (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7.1 HEREOF), (II) PERMIT
SELLER TO ENTER INTO ANY AGREEMENT WITH RESPECT TO AN ACQUISITION PROPOSAL
DURING THE TERM OF THIS AGREEMENT (IT BEING AGREED THAT DURING THE TERM OF THIS
AGREEMENT, SELLER SHALL NOT ENTER INTO ANY AGREEMENT WITH ANY PERSON THAT
PROVIDES FOR AN ACQUISITION PROPOSAL (OTHER THAN A CONFIDENTIALITY AGREEMENT OF
THE TYPE REFERRED TO IN SECTION 5.1(A) ABOVE)) OR (III) AFFECT ANY OTHER
OBLIGATION OF SELLER UNDER THIS AGREEMENT.
FOR PURPOSES OF THIS SECTION 5.1,
THE TERM "PERMITTED ASSETS" SHALL MEAN ANY ASSETS USED EXCLUSIVELY (I) IN
CONNECTION WITH THE SELLER'S RE&S ACTIVITIES, (II) IN CONNECTION WITH FULFILLING
THE SELLER'S SERVICE AND WARRANTY OBLIGATIONS (AS DEFINED IN SECTION 5A.1 BELOW)
TO THE EXTENT EXPRESSLY PERMITTED TO BE UNDERTAKEN BY THE SELLER AFTER THE
CLOSING DATE PURSUANT TO THE LICENSE GRANTED UNDER SECTION 5A.1(A)(III), OR
(III) IN CONNECTION WITH PROVIDING UPGRADES TO THE EXTENT THE PROVISION OF SUCH
UPGRADES IS EXPRESSLY PERMITTED TO BE UNDERTAKEN BY THE SELLER AFTER THE CLOSING
DATE PURSUANT TO THE LICENSE GRANTED UNDER SECTION 5A.1(A)(IV).
THE PARTIES
AGREE THAT TO THE EXTENT THE PERMITTED ASSETS INCLUDE ANY ITEM OF MAMMOGRAPHY
INTELLECTUAL PROPERTY OR ANY RIGHTS TO USE ANY ITEM OF MAMMOGRAPHY INTELLECTUAL
PROPERTY, THE SELLER WILL NOT ENTER INTO ANY SUCH AGREEMENT TO DISPOSE OF ANY
SUCH PERMITTED ASSETS PRIOR TO THE CLOSING DATE WITHOUT THE PRIOR WRITTEN
CONSENT OF THE BUYER.
23
SECTION 5.2
PROXY STATEMENT.
(A) AS PROMPTLY AS PRACTICAL AFTER THE EXECUTION OF THIS AGREEMENT, BUYER AND
SELLER SHALL PREPARE AND SELLER SHALL FILE WITH THE SEC A PROXY STATEMENT (THE
"PROXY STATEMENT") TO BE SENT TO THE STOCKHOLDERS OF SELLER IN CONNECTION WITH
THE MEETING OF SELLER'S STOCKHOLDERS TO CONSIDER THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY (THE "SELLER MEETING").
SELLER WILL PROMPTLY
RESPOND TO ANY COMMENTS OF THE SEC AND WILL USE ITS RESPECTIVE COMMERCIALLY
REASONABLE EFFORTS TO HAVE THE PROXY STATEMENT CLEARED BY THE SEC AS PRACTICABLE
AFTER SUCH FILING AND SELLER WILL CAUSE THE PROXY STATEMENT TO BE MAILED TO ITS
STOCKHOLDERS AT THE EARLIEST PRACTICABLE TIME AFTER BOTH THE PROXY STATEMENT IS
CLEARED BY THE SEC.
EACH OF BUYER AND SELLER WILL NOTIFY THE OTHER PROMPTLY
UPON THE RECEIPT OF ANY COMMENTS FROM THE SEC OR ITS STAFF OR ANY OTHER
GOVERNMENT OFFICIALS AND OF ANY REQUEST BY THE SEC OR ITS STAFF OR ANY OTHER
GOVERNMENT OFFICIALS FOR SUPPLEMENTS TO THE PROXY STATEMENT OR ANY FILING
PURSUANT TO SECTION 5.2(D) OR FOR ADDITIONAL INFORMATION AND WILL SUPPLY THE
OTHER WITH COPIES OF ALL CORRESPONDENCE BETWEEN SUCH PARTY OR ANY OF