and conditions that are usual and customary for agreements of this nature, including but not limited to, representations and warranties, indemnification provisions, claims, withdrawal, termination rights, consequences of termination, change in control, assignment, reporting and auditing, and confidentiality provisions in compliance with this Term Sheet. No amendment, alteration, modification, or waiver of this Term Sheet shall be binding unless evidenced by an instrument in writing signed by the Party against whom enforcement thereof is sought.
This Term Sheet is subject to the terms of the Confidentiality Agreement dated November 9th, 2018, executed between Cipla and the Company, it being appreciated that any unauthorized disclosure of the terms of this Term Sheet may trigger a disclosure obligation by Cipla under applicable stock-exchange listing regulations.
|(xvi) || |
TRANSACTION PROCESS AND EXCLUSIVITY
Cipla commits to allocating significant resources to ensure rapid transaction completion. Upon acceptance by the Company of this Term Sheet, Cipla requires an exclusivity period (such period the Exclusivity Period) until forty five (45) days after the execution of this Term Sheet by the Company (extendable by mutual agreement) during which the Company, its affiliates, officers, directors, employees and / or agents and / or bankers shall not initiate, engage in, or solicit indirectly or directly, or accept, any offer or proposal regarding potential acquisition of / in- licensing of the Product by a person or entity other than Cipla.
The execution, delivery and performance by the Company of this Term Sheet and the Definitive Agreement and the consummation of the Transaction contemplated hereby, do not and shall not (i) conflict with, contravene, result in a violation or breach of or default under (with or without the giving of notice or the lapse of time or both); or (ii) create in any other Person a right or claim of termination, amendment, or require modification, acceleration or cancellation of the Transaction or any provision of the Term Sheet or the Definitive Agreement or by which any of the Assets or intellectual property rights may be bound or affected, or any contract to which Cipla is a party or by which any of its Assets arising from this Transaction may be bound or affected.
|(xviii) || |
The Company intends to issue a public announcement regarding the entry into to this Binding Term Sheet on or around 9:00 a.m. (local time in New York City, New York) on Monday, April 1, 2019 (the Initial Press Release). The Company has previously provided the text of such public announcement to Cipla and both Parties have approved the contents thereof. Cipla and Company agree that it will not make any public announcement regarding the entry into to this Binding Term Sheet prior to the public dissemination of the Initial Press Release. Other than with respect to the Initial Press Release, which has already been approved by both Parties, neither Party will issue any other press release or public announcement without first providing the other Party an opportunity to review and approve the contents thereof, such approval not to be unreasonably withheld. Cipla acknowledges that the Company may file the full text of this Binding Term Sheet
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