Amendment to Section 2(b). Section 2.B. of the Agreement is hereby amended in its entirety to read as follows:
Amendment to Section 2(b). The first sentence of Section 2(b) of the Sublease is amended to read in its entirety as follows: “Sublessee shall have the right to utilize the parking area as shown on Exhibit E and shall be allocated 45 parking spaces (consisting of the following types of parking spaces: 34 regular spaces; three handicapped spaces; two electric vehicle spaces; and six tandem spaces).”
Amendment to Section 2(b). The first three sentences of Section 2(b) of the Agreement are hereby deleted and replaced with the following: “The 2013-2015 Time-Vested Restricted Shares shall vest, and the Repurchase Option with respect to such vested 2013-2015 Time-Vested Restricted Shares shall lapse, in three equal installments on each of the first three anniversaries of the 2013-2015 Reference Date, subject to the continued employment of the Grantee with the Company through the applicable anniversary. For the purposes of this Agreement, the “2013-2015 Reference Date” shall be January 20, 2012. In addition, if (i) the Grantee’s employment with the Company shall be terminated by the Company without Cause (as defined in the LTIP) or (ii) a Change in Control (as defined below) shall occur, then any unvested 2013-2015 Time-Vested Restricted Shares shall become fully vested, and the Repurchase Option with respect thereto shall lapse, as of the date of such termination or the date of the consummation of such Change in Control, as the case may be. The 2013-2015 Time-Vested Restricted Shares, to the extent unvested, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution.”
Amendment to Section 2(b). 1(b). Effective on and after the First Amendment Effective Date, the date "November 27, 2000" in Section 2B.1(b) of the Agreement hereby is amended and restated to read "March 30, 2001."
Amendment to Section 2(b). The last sentence of Section 2(b) is hereby amended and restated in its entirety as follows: Notwithstanding the foregoing, the Corporation shall not be liable for Organization and Offering Expenses to the extent that Organization and Offering Expenses, together with all prior Organization and Offering Expenses, exceed 2.0% of the aggregate gross proceeds from the offering of the Corporation’s securities (the “Reimbursable O&O Expenses”).
Amendment to Section 2(b). The Change in Control Agreement shall hereby be amended by deleting clause (1) of Section 2(b) and replacing it with the following:
Amendment to Section 2(b). Section 2(b) of the Distribution Agreement is hereby amended to read as follows: “Except as provided in Section 2(c), DISTRIBUTOR shall bear the out of pocket costs and expenses (including without limitation regulatory filing fees and amounts payable to third parties) that may be incurred by DISTRIBUTOR in connection with the actions to be performed by DISTRIBUTOR in order to (i) obtain the Approvals in the name of and on behalf of DISTRIBUTOR described in Section 2(a), (ii) obtain the Approvals for commercialization and reimbursement, and (iii) conduct any post-market studies which may be required by regulatory authorities; provided, however, PENUMBRA shall bear one-half of any monies paid under any name by DISTRIBUTOR to hospitals, clinic, or doctors who cooperated with DISTRIBUTOR in its post market studies which may be required by the regulatory authorities. PENUMBRA shall pay one-half of such monies within one (1) month after PENUMBRA receives each invoice issued by DISTRIBUTOR. Each time DISTRIBUTOR issues an invoice, DISTRIBUTOR shall send to PENUMBRA the details of the payments made by DISTRIBUTOR, together with the pertinent evidence. DISTRIBUTOR shall provide to PENUMBRA at such time copies of the data in Japanese which may be obtained by such post market studies each time such invoice is issued by DISTRIBUTOR. PENUMBRA and DISTRIBUTOR shall each bear their respective internal costs for such matters enumerated in (i) (ii) (iii) above; provided, however, that when the details of the internal costs necessary to obtain the Approvals become reasonably clear, if it appears reasonably likely that one party’s internal costs will result in a substantial and disproportionate financial burden on that party, the parties shall mutually consult and conclude a memorandum of agreement * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. regarding the appropriate sharing of such internal costs. As used in this section, “internal costs” means items such as salaries of management and other employees, communication expenses and other overhead items normally included in “General and Administrative Expenses” in a financial statement.”
Amendment to Section 2(b). The following shall be added to the end of Section 2(b). “Notwithstanding anything to the contrary herein, if after the Effectiveness Date of the Initial Registration Statement or any other Registration Statement, such Initial Registration Statement or other Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Initial Registration Statement or other Registration Statement, as applicable, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, after the closings of the Asset Purchase Agreement dated September 17, 2008 by and between the Company and Novo Nordisk A/S and the Asset Purchase Agreement dated September 17, 2008 by and between the Company and BioGeneriX AG, then the Company shall pay to each Holder an amount in cash, as liquidated damages and not as a penalty, equal to 12% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any Registrable Securities then held by such Holder (the “Asset Sale Liquidated Damages”). If the Company fails to pay any Asset Sale Liquidated Damages in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such Asset Sale Liquidated Damages are due until such amounts, plus all such interest thereon, are paid in full.
Amendment to Section 2(b). Section 2(b) of the Agreement is deleted in its entirety and replaced with the following text: “INTENTIONALLY OMITTED”
Amendment to Section 2(b). Section 2(b) of the Original Warrant is amended and restated in its entirety as follows:
