Extract to table

Anticipated Timeline The following represents the anticipated timeline for the Transaction, subject to revision based on the progress of due diligence, negotiations, and regulatory review: The 180-day Outside Date provides a substantial runway to accommodate the HSR review process (including any potential Second Request, which we view as unlikely but must plan for), the completion of any remaining closing conditions, and the execution of ancillary agreements

" Second, and most critically, we must resist any carveout for clinical trial results, adverse clinical trial data, or FDA regulatory actions specific to Veridian's pipeline

" While this is a standard carveout in the abstract, we must be vigilant about its scope

Fourth, we should consider including explicit affirmative language in the MAE definition clarifying that adverse clinical trial data, adverse safety signals, clinical holds, or negative regulatory determinations relating to any Company Product (including VRD-4187) are not subject to any carveout and shall be considered in determining whether an MAE has occurred

We recommend including language defining materiality in context: for purposes of this Agreement, a "Material Adverse Effect" shall be measured with reference to the overall value of the Company and its pipeline assets, taken as a whole, and shall not be limited to effects on current revenue or earnings

2(b) of the SPA should include a closing condition requiring that no Material Adverse Effect shall have occurred since the date of the Agreement