Common use of Agreement to Sell and Purchase the Securities Clause in Contracts

Agreement to Sell and Purchase the Securities. 2.1 At each Closing (as defined in Section 4.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares and Warrants set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into a subscription agreement (the “Other Subscription Agreements”) with certain other investors listed on Schedule 2.2 (the “Other Investors”), including Sarissa Capital Management LP and its affiliates (collectively, “Sarissa”), and expects to complete sales of Shares and Warrants to them in the amount, price and at such times as set forth on Schedule 2.2. Copies of each Other Subscription Agreement have been provided to the Investor. 2.3 The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or in the Company’s Form 8-K to be filed with the Commission in connection with the Offering.

Agreement to Sell and Purchase the Securities. 2.1 At each the Closing (as defined in Section 4.1), the Company will sell to the each Investor, and the each Investor will severally purchase from the Company, upon the terms and conditions set forth herein, the number of Shares and Warrants set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature PagePage on which such Investor’s name appears. 2.2 The Company proposes to enter into a subscription agreement (the “Other substantially this same form of Subscription Agreements”) Agreement with certain other investors listed on Schedule 2.2 (the “Other Investors”), including Sarissa Capital Management LP and its affiliates (collectively, “Sarissa”), ) and expects to complete sales of Shares and Warrants to them substantially concurrent with the Closing, provided that (a) the aggregate purchase price payable in respect of all such Shares and Warrants shall not exceed $1,000,000, and (b) such Other Investors will not receive the amountregistration rights, price and at such times as preemptive rights, board designation rights or expense reimbursement set forth on Schedule 2.2. Copies of each Other Subscription Agreement have been provided to the Investorherein. 2.3 The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor Investors or its their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or in the Company’s Form 8-K to be filed with the Commission in connection with the Offering.

Agreement to Sell and Purchase the Securities. 2.1 At each the Closing (as defined in Section 4.1), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Shares and Warrants set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature Page”) for the aggregate purchase price therefor set forth on the Signature Page. 2.2 The Company proposes to enter into a subscription agreement (the “Other substantially this same form of Subscription Agreements”) Agreement with certain other investors listed on Schedule 2.2 (the “Other Investors”), including Sarissa Capital Management LP and its affiliates (collectively, “Sarissa”), ) and expects to complete sales of Shares and Warrants to them in substantially concurrent with the amount, price and at such times as set forth on Schedule 2.2. Copies of each Other Subscription Agreement have been provided to the InvestorClosing. 2.3 The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, except as will be disclosed in the Prospectus and/or in the Company’s Form 8-K to be filed with the Commission in connection with the Offering.