Common use of Adjustments to Exercise Price and Effective Price Per Share Clause in Contracts

Adjustments to Exercise Price and Effective Price Per Share. The Excercise Price and Effective Price Per Share (as defined below) shall each be subject to adjustment from time to time as follows: (a) If the Company shall, at any time or from time to time after the date hereof until six (6) months thereafter, issue any Common Stock, options to purchase or rights to subscribe for shares of Common Stock), securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Exercise Price per share in effect immediately prior to the issuance of such shares of Common Stock or securities, then such Exercise Price shall forthwith be lowered to a price equal to the price per share for which such shares of Common Stock were issued (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)). Notwithstanding the foregoing, the foregoing provisions shall not be triggered by any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement. (b) If the Company shall, at any time or from time to time after the issuance of Common Stock or Other Securities pursuant to the exercise of this Warrant, and until such time as the Holder no longer owns any shares of Common Stock or Other Securities issued pursuant to the exercise of this Warrant (including shares issued pursuant to this Section 3.4(b)) or six (6) months after the date of this Warrant, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock or Other Securities which when aggregated with the shares of Common Stock or Other Securities issued hereunder to Holder prior to the applicable Triggering Issuance would result in an effective Exercise Price (calculated by dividing the aggregate Exercise Price therefor by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean the Exercise Price at which shares of Common Stock or Other Securities were issued hereunder, as subsequently adjusted pursuant to this Section 3.4(b). Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.

Adjustments to Exercise Price and Effective Price Per Share. The Excercise Exercise Price and Effective Price Per Share (as defined below) shall each be subject to adjustment from time to time as follows: (a) If the Company shall, at any time or from time to time after the date hereof until six (6) months thereafter, issue any Common Stock, options to purchase or rights to subscribe for shares of Common Stock), securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Exercise Price per share in effect immediately prior to the issuance of such shares of Common Stock or securities, then such Exercise Price shall forthwith be lowered to a price equal to the price per share for which such shares of Common Stock were issued (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)). Notwithstanding the foregoing, the foregoing provisions shall not be triggered by any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement. (b) If the Company shall, at any time or from time to time after the issuance of Common Stock or Other Securities pursuant to the exercise of this Warrant, and until such time as the Holder no longer owns any shares of Common Stock or Other Securities issued pursuant to the exercise of this Warrant (including shares issued pursuant to this Section 3.4(b)) or six (6) months after the date of this Warrant, whichever occurs first, issue shares of Common Stock, options to purchase or rights to subscribe for shares of Common Stock, securities by their terms convertible into, exercisable or exchangeable for shares of Common Stock, or options to purchase or rights to subscribe for such convertible, exercisable or exchangeable securities without consideration or for consideration per share (including, in the case of such options, rights, or securities, the additional consideration required to be paid to the Company upon exercise, conversion or exchange) less than the Effective Price Per Share (each such issuance, a “Triggering Issuance”), then (i) the Company shall issue to the Purchaser, for no additional consideration, such number of shares of Common Stock or Other Securities which when aggregated with the shares of Common Stock or Other Securities issued hereunder to Holder prior to the applicable Triggering Issuance would result in an effective Exercise Price (calculated by dividing the aggregate Exercise Price therefor by such aggregate number of shares) equal to the effective price per share of Common Stock of the Triggering Issuance (calculated by dividing the total consideration received by the Company for such issuance (as determined below) divided by the number of shares issued (as determined below)), and (ii) the Effective Price Per Share shall be adjusted to equal the effective price per share of Common Stock of the Triggering Issuance. “Effective Price Per Share” shall mean the Exercise Price at which shares of Common Stock or Other Securities were issued hereunder, as subsequently adjusted pursuant to this Section 3.4(b). Notwithstanding the foregoing, a Triggering Issuance shall not include any options to purchase shares of Common Stock (or any shares issued in connection therewith) or other form of incentive equity granted or issued under the Company’s 2009 Equity Compensation Plan, or any shares of Common Stock issued to a strategic partner or licensee in connection with a joint venture, strategic alliance, licensing agreement, or other similar form of agreement.