Common use of Company Right of First Offer Clause in Contracts

Company Right of First Offer. Purchaser agrees that it will not sell, transfer or otherwise make a disposition of any common stock of the Company other than into the public trading market under Rule 144 or incident to any registration right granted by the Company to Purchaser without first offering the stock Purchaser desires to transfer (the "Disposition Stock") to the Company in writing (the "Disposition Notice") at the price and other terms (the "Disposition Terms") under which Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice the Company shall have the assignable right to acquire the Disposition Stock from Purchaser under the Disposition Terms at any time within 45 days following the Company's receipt of the Disposition Notice (the "Company Disposition Period") so long as the Company shall provide Purchaser with an affirmative written acknowledgment of its intent to acquire the Disposition Stock within 10 days from the Disposition Notice. If the Company or its assignee does not tender to Purchaser everything required to purchase the Disposition Stock under the Disposition Terms within the Company Disposition Period, Purchaser may complete a disposition of the Disposition Stock to any third party in a matter conforming to applicable securities laws during the 45 day period following the end of the Company Disposition Period, but not thereafter unless the procedures of this paragraph are again complied with. The requirements of this paragraph shall not apply to the pledge or gift of the Company's common stock by the Purchaser or a disposition to an affiliate of Purchaser or to a disposition approved by the Board of Directors of the Company. Provided, however, any affiliate transferee or donee of the common stock shall first be required to agree in writing to be bound by the terms of this paragraph. Purchaser agrees that certificates representing the common stock of the Company subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third parties.

Company Right of First Offer. (a) In the event a Purchaser agrees that it will not proposes to make a sale, transfer or other disposition of the Purchased Shares or Conversion Shares, which sale, transfer or other disposition is subject to the Company's right of first offer pursuant to the proviso to Section 4.1(a)(ii) above, the Purchaser shall first notify the Company of its desire to enter into such a transaction (such notice, a "ROFO NOTICE"). Each ROFO Notice shall constitute an offer by such Purchaser to sell to the Company, or the Company's assignee, all of the Purchased Shares and/or Conversion Shares such Purchaser proposes to sell, transfer or otherwise make a disposition dispose of any common stock (such securities, the "ROFO SHARES"). Each ROFO Notice shall set forth the type and amount of ROFO Shares such Purchaser proposes to sell, transfer or otherwise dispose of and shall specify the price per share (determined on an as converted into Series A Common Stock basis) at which such Purchaser will sell, transfer or otherwise dispose of the Company other than into the public trading market under Rule 144 or incident to any registration right granted ROFO Shares. Unless otherwise agreed by the Purchaser and the Company to Purchaser without first offering (or its assignee), the stock Purchaser price for the ROFO Shares shall be payable in cash. (b) If the Company (or its assignee) desires to transfer accept the offer set forth in the ROFO Notice as to all but not less than all of the ROFO Shares, the Company (or its assignee) shall, within ten Business Days (as defined in Section 8.1, below) of its receipt of the "Disposition Stock"ROFO Notice, notify the Purchaser in writing of its agreement to acquire the ROFO Shares. (c) In the event the Company (or its assignee) rejects the offer contained in the ROFO Notice, which rejection shall be deemed to have occurred in the event the Company (or its assignee) (i) has not accepted the offer contained in the ROFO Notice within ten (10) Business Days following its receipt of the ROFO Notice, or (ii) if the Company is not able to close the sale pursuant to the Company ROFO Notice after timely accepting the offer contained in writing the ROFO Notice, within one hundred twenty (120) days from acceptance (subject to extension for a maximum of sixty (60) additional days to the "Disposition Notice") at the price extent required to obtain all required governmental, regulatory and other terms (third party consents and approvals, provided the "Disposition Terms") under which Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice and the Company are each using commercially reasonable efforts to obtain such consents and approvals), then the Purchaser shall have the assignable right to acquire the Disposition Stock from Purchaser under the Disposition Terms right, at any time within 45 days following during the Companysixty (60) day period beginning on the date that the Purchaser's receipt offer of the Disposition Notice ROFO Shares is, or is deemed, rejected or the expiration date of such 120-day period (as may be extended) above (such applicable date, the "Company Disposition PeriodROFO DATE"), to enter into a binding agreement to sell all of the ROFO Shares to a third party purchaser on terms conditions no more favorable to such third party purchaser than those set forth in the ROFO Notice, and thereafter (within the period specified below in this Section 4.2(c)) so long as to sell all of the Company shall provide ROFO Shares to such third party purchaser pursuant to such agreement. If the Purchaser with does not enter into such an affirmative written acknowledgment of its intent to acquire agreement during such sixty (60) day period, or does not close the Disposition Stock sale thereunder within 10 one hundred twenty (120) days from the Disposition Notice. If ROFO Date (subject to extension for a maximum of sixty (60) additional days to the Company or its assignee does not tender to Purchaser everything extent required to purchase obtain all required governmental, regulatory and other third party consents and approvals, provided the Disposition Stock under Purchaser and the Disposition Terms within third party purchaser are each using commercially reasonable efforts to obtain such consents and approvals), the Company Disposition Period, Purchaser may complete a disposition of procedure set forth above with respect to the Disposition Stock ROFO Notice shall be repeated with respect to any subsequent proposed transfer of Purchased Shares or Conversion Shares. (d) An unaffiliated third party purchaser acquiring Purchased Shares or Conversion Shares in a matter conforming to applicable securities laws during accordance with the 45 day period following the end foregoing procedures shall acquire such shares free and clear of the Company Disposition Period, any obligations under this Section 4.2 but not thereafter unless the procedures of this paragraph are again complied with. The requirements of this paragraph shall not apply subject to the pledge or gift other obligations of the Company's common stock by the Purchaser or a disposition to an affiliate of Purchaser or to a disposition approved by the Board of Directors of the Company. Provided, however, any affiliate transferee or donee of the common stock shall first be required to agree in writing to be bound by the terms of transferees under this paragraph. Purchaser agrees that certificates representing the common stock of the Company subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third partiesAgreement.

Company Right of First Offer. Purchaser agrees In the event that it will not Cipla proposes to sell, transfer or otherwise make a disposition of in any common stock manner alienate the Product or the Assigned Assets or the Intellectual Property Rights in respect of the Company other than into the public trading market under Rule 144 Product or incident to any registration right granted by the Company to Purchaser without first offering the stock Purchaser desires to transfer Assigned Assets (the "Disposition Stock") to a “Cipla Disposition”), Cipla shall advise the Company in writing (the "Disposition Notice") at the price of its intent and other terms (the "Disposition Terms") under which Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice the Company shall for a period of sixty (60) days following written notice (the “Company Notice Period”), have the assignable right to acquire confirm its decision to purchase the Disposition Stock from Purchaser under Product or Assigned Assets or the Disposition Terms at any time within 45 days following Intellectual Property Rights. The sale price shall be the Company's receipt Fair Market Value of Cipla’s interest in the Disposition Notice (Product, Assigned Assets or Intellectual Property Rights being alienated, as may be determined by an independent Third Party expert or external bid received on the "Product, Assigned Assets or Intellectual Property Rights by a Third Party; provided however, that if the Company Disposition Period") so long as does not exercise its right of first offer set forth in this Section 6.5, the Company shall provide Purchaser with an affirmative written acknowledgment ensure that, to the extent Cipla possesses a license to such Intellectual Property Rights, any such sale or alienation of its intent the Product by Cipla must not adversely impact Cipla’s ability to acquire license such Intellectual Property Rights to any Third Party solely to the Disposition Stock within 10 days from extent necessary to utilize the Disposition NoticeProduct for the Pulmonary Indications. All rights and obligations of the respective Parties under this Agreement will survive any such sale of rights to a Third Party and shall inure to the third party. If the Company or its assignee does not tender to Purchaser everything required to purchase deliver the Disposition Stock under notice described in the Disposition Terms preceding sentence within the Company Disposition Notice Period, Purchaser may complete Cipla will be free for a disposition period of sixty (60) days thereafter to notify its intention to consummate the Cipla Disposition on substantially the same terms described in its written notice to the Company. If Cipla does not consummate the Cipla Disposition within such period, the Company’s rights under this Section shall reset. In any case, in the event of a Cipla Disposition to a Third Party, such Third Party must assume all of Cipla’s obligations hereunder, such Third Party must demonstrate the wherewithal to perform all of Cipla’s obligations under this Agreement and Cipla shall ensure such Third Party’s performance of Cipla’s obligations hereunder so assumed by such Third Party. Notwithstanding the foregoing, a sale of all or substantially all of the Disposition Stock to any third party in assets of Cipla, including the Assigned Assets, or a matter conforming to applicable securities laws during the 45 day period following the end merger or consolidation of the Company Disposition Periodis not a Cipla Disposition. Upon consummation of the Cipla Disposition, but not thereafter unless Cipla shall be relieved of its obligations hereunder. Notwithstanding anything contained in this Section 6 or elsewhere in this Agreement, the procedures of this paragraph are again complied with. The requirements of this paragraph Company shall not apply have ROFR in respect of a Cipla Disposition to the pledge or gift of the Company's common stock by the Purchaser or a disposition to an affiliate of Purchaser or to a disposition approved by the Board of Directors of the Company. Provided, however, any affiliate transferee or donee of the common stock shall first be required to agree in writing to be bound by the terms of this paragraph. Purchaser agrees that certificates representing the common stock of the Company subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third partiesCipla’s Affiliates.

Company Right of First Offer. The Purchaser agrees that it will not sell, transfer or otherwise make a disposition dispose of any common stock of the Company Common Stock other than into the public trading market under Rule 144 or incident to any registration right granted by the Company to the Purchaser without first offering the stock the Purchaser desires to transfer (the "“Disposition Stock"”) to the Company in writing (the "“Disposition Notice"”) at the price and other on the terms (the "“Disposition Terms"”) under which the Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice Notice, the Company shall have the assignable right to acquire the Disposition Stock from the Purchaser under upon the Disposition Terms at any time within 45 days following the Company's ’s receipt of the Disposition Notice (the "“Company Disposition Period") ”), so long as the Company shall provide the Purchaser with an affirmative written acknowledgment of its intent to acquire the Disposition Stock within 10 days from after the Company’s receipt of the Disposition Notice. If the Company or its assignee does not tender to Purchaser everything required take all action necessary to purchase the Disposition Stock under upon the Disposition Terms within the Company Disposition Period, the Purchaser may complete a disposition of the Disposition Stock to any third party strictly upon the Disposition Terms and in a matter manner conforming to applicable securities laws during the 45 day period following the end of the Company Disposition Period, but not thereafter thereafter, unless the procedures Purchaser submits a further Disposition Notice pursuant to the terms of this paragraph are again complied withparagraph. The requirements of this paragraph shall not apply to the pledge or gift of the Company's common stock Common Stock by the Purchaser or a disposition to an affiliate of the Purchaser or to a disposition approved by the Board of Directors of the Company. Provided; provided, however, that any affiliate transferee or donee of the common stock Common Stock shall first be required to agree in writing to be bound by the terms of this paragraphSection 1.6. The Purchaser agrees that certificates representing the common stock of the Company Common Stock subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third parties.Section

Company Right of First Offer. The Purchaser agrees that it will not sell, transfer or otherwise make a disposition dispose of any common stock of the Company Common Stock other than into the public trading market under Rule 144 or incident to any registration right granted by the Company to the Purchaser without first offering the stock the Purchaser desires to transfer (the "Disposition Stock") to the Company in writing (the "Disposition Notice") at the price and other on the terms (the "Disposition Terms") under which the Purchaser desires to transfer the Disposition Stock. Upon receipt of any Disposition Notice Notice, the Company shall have the assignable right to acquire the Disposition Stock from the Purchaser under upon the Disposition Terms at any time within 45 days following the Company's receipt of the Disposition Notice (the "Company Disposition Period") ), so long as the Company shall provide the Purchaser with an affirmative written acknowledgment of its intent to acquire the Disposition Stock within 10 days from after the Company's receipt of the Disposition Notice. If the Company or its assignee does not tender to Purchaser everything required take all action necessary to purchase the Disposition Stock under upon the Disposition Terms within the Company Disposition Period, the Purchaser may complete a disposition of the Disposition Stock to any third party strictly upon the Disposition Terms and in a matter manner conforming to applicable securities laws during the 45 day period following the end of the Company Disposition Period, but not thereafter thereafter, unless the procedures Purchaser submits a further Disposition Notice pursuant to the terms of this paragraph are again complied withparagraph. The requirements of this paragraph shall not apply to the pledge or gift of the Company's common stock Common Stock by the Purchaser or a disposition to an affiliate of the Purchaser or to a disposition approved by the Board of Directors of the Company. Provided; provided, however, that any affiliate transferee or donee of the common stock Common Stock shall first be required to agree in writing to be bound by the terms of this paragraph. Purchaser agrees that certificates representing the common stock of the Company subject to this paragraph may be legended in order to provide notice of the application of this paragraph to third partiesSection 1.