FOR MATTERS RELATED TO COMPETITION/INVESTMENT LAWS WHICH
ARE PROVIDED FOR IN CLAUSE 6.3.4, UNTIL THE CLOSING, THE SELLER SHALL ALLOW THE
PURCHASER AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PROSPECTIVE FINANCING
SOURCES, THIRD PARTY CONSULTANTS AND OTHER ADVISORS AND REPRESENTATIVES, TO THE
EXTENT PERMITTED BY LAW, TO: (A) ATTEND WITH THE SELLER ANY MEETING BETWEEN THE
SELLER AND ANY GOVERNMENTAL AUTHORITY ON A MATTER REGARDING THE BUSINESS, THE
TRANSFERRED ASSETS OF THE BUSINESS OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE ANCILLARY AGREEMENTS; AND (B) CONSULT WITH THE SELLER WITH
RESPECT TO ANY MATTERS DISCUSSED AT ANY SUCH MEETING; AND THE SELLER SHALL
PROVIDE THE PURCHASER WITH AT LEAST 3 (THREE) BUSINESS DAYS NOTICE PRIOR TO ANY
SUCH MEETING. ALL REQUESTS AND INQUIRIES FROM ANY GOVERNMENTAL AUTHORITY PRIOR
TO THE CLOSING SHALL BE DEALT WITH BY THE SELLER AND THE PURCHASER IN
CONSULTATION WITH EACH OTHER AND THE SELLER AND THE PURCHASER SHALL PROMPTLY
CO-OPERATE WITH AND PROVIDE ALL NECESSARY INFORMATION AND ASSISTANCE REASONABLY
REQUIRED BY SUCH GOVERNMENTAL AUTHORITY UPON BEING REQUESTED TO DO SO BY THE
OTHER.
6.2
OPERATION OF THE BUSINESS BY THE SELLER
6.2.1
AFFIRMATIVE COVENANTS. UNTIL THE CLOSING, EXCEPT AS EXPRESSLY
CONSENTED TO BY THE PURCHASER IN WRITING, THE SELLER SHALL, AND SHALL CAUSE EACH
OF ITS AFFILIATES TO:
6.2.1(A)
CONDUCT THE BUSINESS ONLY IN THE ORDINARY COURSE OF
BUSINESS AND IN COMPLIANCE IN ALL RESPECTS WITH ALL APPLICABLE LAWS;
6.2.1(B)
USE COMMERCIALLY REASONABLE EFFORTS TO PRESERVE AND
PROTECT THE BUSINESS AND THE TRANSFERRED ASSETS OF THE BUSINESS AND ITS PRESENT
RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS, DISTRIBUTORS AND OTHER PERSONS WITH
WHICH THE SELLER OR ITS AFFILIATES HAVE SIGNIFICANT BUSINESS RELATIONS IN ORDER
TO PRESERVE AND NOT IMPAIR THE GOODWILL OF THE BUSINESS;
6.2.1(C)
MANUFACTURE, TEST, CERTIFY AND RELEASE FINISHED API
ONLY IN THE ORDINARY COURSE OF BUSINESS; AND
6.2.1(D)
PERFORM ITS OBLIGATIONS UNDER ALL CONTRACTS
APPLICABLE TO THE BUSINESS OR THE TRANSFERRED ASSETS OF THE BUSINESS TO WHICH
THEY ARE A PARTY, BY
35
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.
WHICH IT OR ANY OF THE TRANSFERRED ASSETS OF THE BUSINESS ARE BOUND OR AFFECTED
OR PURSUANT TO WHICH THE SELLER IS AN OBLIGOR OR BENEFICIARY, AND COMPLY WITH
ALL LAWS, JUDGMENTS, REGISTRATIONS AND GOVERNMENTAL AUTHORIZATIONS APPLICABLE TO
THE BUSINESS OR THE TRANSFERRED ASSETS OF THE BUSINESS.
6.2.2
NEGATIVE COVENANTS. WITHOUT LIMITATION OF THE COVENANTS CONTAINED
IN CLAUSE 6.2.1, UNTIL THE CLOSING, EXCEPT AS EXPRESSLY PERMITTED BY THIS
AGREEMENT OR AS OTHERWISE EXPRESSLY CONSENTED TO BY THE PURCHASER IN WRITING (IT
BEING AGREED AND UNDERSTOOD THAT ACTIONS TAKEN BY THE SELLER OR ITS AFFILIATES
THAT ARE SPECIFICALLY CONSENTED TO IN WRITING BY THE PURCHASER PURSUANT TO THIS
CLAUSE 6.2.2 SHALL NOT CONSTITUTE BREACHES OF REPRESENTATIONS AND WARRANTIES
UNDER THIS AGREEMENT), THE SELLER SHALL NOT AND SHALL NOT CAUSE OR PERMIT ANY OF
ITS AFFILIATES TO:
6.2.2(A)
TAKE ANY ACTION TO CHANGE ACCOUNTING POLICIES OR