THE PERIOD COMMENCING ON THE CLOSING DATE AND ENDING ON THE EARLIER OF
(I) THE [***] ANNIVERSARY OF THE CLOSING DATE (OR, IF NOT ENFORCEABLE FOR SUCH
PERIOD IN ANY COUNTRY UNDER THE COMPETITION/INVESTMENT LAWS OF SUCH COUNTRY, FOR
SUCH PERIOD AS SHALL BE ENFORCEABLE IN SUCH COUNTRY UNDER THE
COMPETITION/INVESTMENT LAWS OF SUCH COUNTRY) OR (II) THE DATE OF THE EXPIRATION
OR EARLY TERMINATION OF THE API SUPPLY AGREEMENT (THE "PURCHASER RESTRICTED
PERIOD"), PROVIDED, HOWEVER, THAT SUCH EARLY TERMINATION IS NOT ATTRIBUTABLE
52
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
TO A BREACH OF A MATERIAL OBLIGATION BY PURCHASER PURSUANT TO SUCH API SUPPLY
AGREEMENT, THE PURCHASER SHALL, AND THE PURCHASER SHALL CAUSE ITS AFFILIATES NOT
TO, DIRECTLY OR INDIRECTLY, TO ENGAGE IN ANY BUSINESS ANYWHERE IN THE WORLD THAT
CONDUCTS ANY SELLER COMPETING ACTIVITIES, PROVIDED THAT, FOR THE PURPOSES OF
THIS CLAUSE 8.6.5, THE PURCHASER OR ANY OF THEIR AFFILIATES SHALL NOT BE
PREVENTED FROM (I) BEING THE HOLDER OR BENEFICIAL OWNER BY WAY OF BONA FIDE
INVESTMENT PURPOSES ONLY OF ANY UNITS OF AN AUTHORIZED UNIT TRUST AND/OR ANY
SECURITIES IN ANY COMPANY CARRYING ON ANY SELLER COMPETING ACTIVITIES WHICH ARE
LISTED OR TRADED ON ANY RECOGNIZED STOCK EXCHANGE, REGULATED MARKET OR TRADING
FACILITY PROVIDED THAT PURCHASER AND ITS AFFILIATES DO NOT HAVE DIRECTLY OR
INDIRECTLY ANY MANAGEMENT FUNCTIONS OR ANY MATERIAL INFLUENCE IN SUCH A COMPANY,
OR (II) ACQUIRING IN A SINGLE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS
ANY ONE OR MORE COMPANIES AND/OR BUSINESSES (TAKEN TOGETHER, THE "ACQUIRED
BUSINESS") AND CARRYING ON THAT ACQUIRED BUSINESS ALTHOUGH ITS ACTIVITIES
INCLUDE ANY SELLER COMPETING ACTIVITIES (THE "ACQUIRED COMPETING BUSINESS"), IF
THE ACQUIRED COMPETING BUSINESS REPRESENTS 50% (FIFTY PERCENT) OR LESS OF THE
ACQUIRED BUSINESS (MEASURED IN TERMS OF TURNOVER IN ITS LAST ACCOUNTING YEAR)
AND THE PURCHASER DOES NOT BUILD UP OR UTILIZE THE ACQUIRED COMPETING BUSINESS
FOR PURPOSES OF COMPETING WITH SELLER'S BUSINESS OF SUPPLYING BETA-LACTAM API TO
PURCHASER.
THE SOLE AND EXCLUSIVE REMEDY OF THE SELLER AND ITS AFFILIATES FOR
ANY BREACH BY THE PURCHASER OR ANY OF ITS AFFILIATES SHALL BE THE TERMINATION OF
THE OBLIGATIONS OF KRR, THE SELLER AND THEIR RESPECTIVE AFFILIATES PURSUANT TO
CLAUSE 8.6.1 (PROVIDED THAT SUCH TERMINATION SHALL NOT EFFECT THE OBLIGATIONS OF
KRR, THE SELLER OR THEIR RESPECTIVE AFFILIATES PURSUANT TO CLAUSE 8.6.1 PRIOR TO
SUCH TERMINATION OR THE REMEDIES OF THE PURCHASER AND ITS AFFILIATES FOR ANY
BREACH OF CLAUSE 8.6.1 RESULTING FROM ANY EVENTS, ACTIONS OR CIRCUMSTANCES
OCCURRING PRIOR TO SUCH TERMINATION WHETHER OR NOT KNOWN TO THE PURCHASER OR ITS
AFFILIATES PRIOR TO SUCH TERMINATION). IF REQUESTED BY THE SELLER AT ANY TIME
DURING THE PURCHASER RESTRICTED PERIOD, THE PURCHASER SHALL PROMPTLY (AND NOT
LATER THAN 10 (TEN) DAYS FOLLOWING RECEIPT OF SUCH REQUEST FROM THE SELLER)
DELIVER TO THE SELLER A CERTIFICATE EXECUTED BY AN OFFICER OF THE PURCHASER IN
FORM AND