ANNOUNCEMENTS.
(A)
SO LONG AS THIS AGREEMENT IS IN
EFFECT, PURCHASER AND THE COMPANY AGREE TO CONSULT WITH EACH OTHER BEFORE
ISSUING ANY PRESS RELEASE OR OTHERWISE MAKING ANY PUBLIC STATEMENT WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT EXCEPT AS MAY BE REQUIRED IN
SECURITIES REGULATORY FILINGS OR OTHERWISE REQUIRED BY LAW.
(B)
SO LONG AS THIS AGREEMENT IS IN EFFECT, THE COMPANY AGREES TO
PROVIDE PURCHASER UNDER AN OBLIGATION OF CONFIDENTIALITY AGREEMENT WITH NOTICE
AND COPIES OF ANY PRESS RELEASE OR ANY PUBLIC STATEMENT AT LEAST 24 HOURS PRIOR
TO ISSUANCE THAT INVOLVE DIRECTLY OR INDIRECTLY THE PURCHASER, UNLESS, ON THE
ADVICE OF COUNSEL, THE COMPANY HAS A LEGAL OBLIGATION TO ISSUE SUCH PRESS
RELEASE OR MAKE SUCH PUBLIC STATEMENT PRIOR TO
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THE EXPIRATION OF SUCH 24 HOUR PERIOD, IN WHICH CASE THE COMPANY AGREES TO
PROVIDE PURCHASER WITH SUCH NOTICE AND COPIES AT THE EARLIEST PRACTICABLE TIME.
THE 24 HOUR PERIOD SHALL COMMENCE AT 8:00 A.M. NEW YORK TIME ON THE NEXT
BUSINESS DAY FOLLOWING THE DAY NOTICE WAS RECEIVED IF SUCH DAY WAS NOT A
BUSINESS DAY.
SUBJECT TO SECTION 3.01(B), PURCHASER SHALL, AND SHALL CAUSE THE
PURCHASER REPRESENTATIVES TO, HOLD THE INFORMATION PROVIDED BY THE COMPANY
PURSUANT TO THIS SECTION 6.03 IN CONFIDENCE IN ACCORDANCE WITH THE TERMS OF THE
CONFIDENTIALITY AGREEMENT.
SECTION 6.04.
NOTIFICATION OF CERTAIN MATTERS.
PURCHASER ON THE ONE HAND AND
THE COMPANY ON THE OTHER SHALL PROMPTLY NOTIFY EACH OTHER OF (A) THE OCCURRENCE
OR NON-OCCURRENCE OF ANY FACT OR EVENT WHICH WOULD (I) CAUSE ANY REPRESENTATION
OR WARRANTY CONTAINED IN THIS AGREEMENT TO BE UNTRUE OR INACCURATE IN ANY
MATERIAL RESPECT AT ANY TIME FROM THE DATE HEREOF TO THE CLOSING DATE OR
(II) CAUSE ANY COVENANT, CONDITION OR AGREEMENT HEREUNDER NOT TO BE COMPLIED
WITH OR SATISFIED IN ALL MATERIAL RESPECTS AND (B) ANY FAILURE OF THE COMPANY OR
PURCHASER, AS THE CASE MAY BE, TO COMPLY WITH OR SATISFY ANY COVENANT, CONDITION
OR AGREEMENT TO BE COMPLIED WITH OR SATISFIED BY IT HEREUNDER IN ANY MATERIAL
RESPECT; PROVIDED, HOWEVER, THAT NO SUCH NOTIFICATION SHALL AFFECT THE
REPRESENTATIONS OR WARRANTIES OF ANY PARTY OR THE CONDITIONS TO THE OBLIGATIONS
OF ANY PARTY HEREUNDER.
SECTION 6.05.
CONFIDENTIALITY OF BOARD PROCEEDINGS.
THE COMPANY SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT ANY MEMBER OF, OR OBSERVER TO,
THE COMPANY'S BOARD OF DIRECTORS IS EXCLUDED FROM ACCESS TO ANY MEETING OR
PORTION THEREOF IF THE COMPANY REASONABLY BELIEVES, UPON ADVICE OF COUNSEL, THAT
EXCLUSION OF SUCH MEMBER OR OBSERVER IS ADVISABLE:
(X) WITH RESPECT TO ANY
BOARD MEMBER OR OBSERVER DESIGNATED BY THE PURCHASER, TO PROTECT PROPRIETARY
INFORMATION RELATING TO DEPOMED DEVELOPMENT, LTD. AND (Y) WITH RESPECT TO ANY
BOARD MEMBER OR OBSERVER DESIGNATED BY EIS OR ANY OF ITS AFFILIATES, TO PROTECT
PROPRIETARY INFORMATION RELATED TO THE COMPANY'S METFORMIN GR PRODUCT OR ANY
OTHER PROJECT OR BUSINESS BEING PURSUED BY THE COMPANY AND THE PURCHASER,
DESIGNEE, OR AN AFFILIATE OF PURCHASER.
SECTION 6.06.
Reservation of Shares Issuable upon