Covenants of Agenus Regarding the Closing Consideration Shares. (a) Each Seller shall furnish all information reasonably requested by Agenus for inclusion in the Registration Statement and any related prospectus. Agenus shall use its commercially reasonable efforts to have the Registration Statement promptly declared effective by the SEC. Agenus shall use commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and available for sales of all of the Closing Consideration Shares at all times until the earlier of (i) the date as of which the Sellers may sell all of the Closing Consideration Shares without restriction pursuant to the last sentence of Rule 144(b)(1)(i) promulgated under the Securities Act (or successor thereto) or (ii) the date on which the Sellers shall have sold all the Closing Consideration Shares (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided, however, that Agenus shall not be liable with respect to any information furnished to Agenus by or on behalf of the Sellers or their Affiliates in writing specifically for use in the preparation of such Registration Statement (including any amendments or supplements thereto and prospectuses contained therein).
