Common use of Delivery by Electronic Book-Entry Clause in Contracts

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6, 2006, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated Account Number: 9970183443 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agents, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 67, 20062007, by and among the Company, the Placement Agents Agent and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP Deutsche Bank Trust Company Americas (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Deutsche Bank Trust Company Americas ABA: 000000000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated Name - Trust and Securities Services Account Number: 9970183443 Number - 00000000 F.C.T. - Discovery Labs/Jefferies and Co 62793 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsJefferies, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agents Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree agrees to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents Jefferies a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6April 2, 20062007, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP Deutsche Bank Trust Company Americas (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 #: 000000000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated Trust and Securities Services Account Number: 9970183443 00000000 FCT : DISCOVERY LABS INC. XXXXXXXX & COMPANY 58407 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsJefferies, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree agrees to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents Jefferies a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6_____ __, 20062007, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP JPMorgan Chase Bank, N.A. (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx XxxxxxJPMorgan Chase Bank, 0xx Xxxxx Xxx Xxxx, XX 00000 N.A. ABA # 000-000-000 000000000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated [_________] Account Number: 9970183443 [_________] Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agents, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares Units being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “‘‘Escrow Agreement”) ’’), dated as of December 6February 12, 20062007, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP JPMorgan Chase Bank, N.A. (the “‘‘Escrow Agent”’’): THE CITIBANK PRIVATE BANK 600 Xxxxx XxxxxxJPMorgan Chase Bank, 0xx Xxxxx Xxx Xxxx, XX 00000 N.A. ABA # 000-000-000 000000000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLPCyclacel Pharmaceuticals, escrow agent for the account of Cytokinetics, Incorporated Inc. Account Number: 9970183443 304887366 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsLCM, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“‘‘Losses”’’) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6November __, 2006, by and among the Company, the Placement Agents Agent and Txxxxx Xxxx Bxxxx Raysman Mxxxxxxxx Xxxxxx & Sxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxx Bxxxx Raysman Mxxxxxxxx Xxxxxx & Sxxxxxx LLPSxxxxxx, escrow agent for the account of CytokineticsCollaGenex Pharmaceuticals, Incorporated Inc. Account Number: 9970183443 009967549889 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsAgent, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agents Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement AgentsAgent, and shall have the right to continue to represent the Placement AgentsAgent, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents Agent by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares and Warrants being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6, 2006___, by and among the Company, the Placement Agents Agent and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP [insert name of Escrow Agent] (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 [Escrow Agent] ABA # 000-000-000 _______ Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated __________ Account Number: 9970183443 _____________ Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsAgent, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agents Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6November , 2006, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Xxxxx Raysman Xxxxxxxxx Xxxxxx & Sxxxxxx Xxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxx Bxxxx Xxxxx Raysman Xxxxxxxxx Xxxxxx & Sxxxxxx LLPXxxxxxx, escrow agent for the account of CytokineticsAnesiva, Incorporated Inc. Account Number: 9970183443 9970139143 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agents, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares shares being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6August 5, 20062005, by and among the Company, the Placement Agents Agent and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP Xxxxxxxxxx Xxxxxxx PC (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # PNC Bank Of New Jersey ABA#: 000-000-000 Xxxxxxxxxx Xxxxxxx PC Attorney Trust Account NameAccount #: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated Account Number: 9970183443 8100612350 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsAgent, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agents Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement AgentsAgent, and shall have the right to continue to represent the Placement AgentsAgent, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents Agent by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares and Warrants being purchased by the Investor to the following account designated by the Company and the Lead Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6, 2006___, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP [insert name of Escrow Agent] (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 [Escrow Agent] ABA # 000-000-000 _______ Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated __________ Account Number: 9970183443 _____________ Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Lead Placement AgentsAgent, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December March 6, 2006, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Xxxxx Raysman Xxxxxxxxx Xxxxxx & Sxxxxxx Xxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Genta Incorporated Account Number: 9970183443 00-000-000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agents, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares Units being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6___________ __, 200620__, by and among the Company, the Placement Agents Agent and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP [________] (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 [Escrow Agent] ABA # 000-000-000 [_______] Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated [__________] Account Number: 9970183443 [_____________] Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsAgent, of the conditions set forth in Section 3.2(b) hereof. The Except with respect to the Placement Agents Fee, the Placement Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agents Agent and the Escrow Agent are otherwise notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement FeeClosing. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares shares being purchased by the Investor to the following account designated by the Company and the Placement Agents pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6January ___, 20062004, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Xxxxx Raysman Xxxxxxxxx Xxxxxx & Sxxxxxx Xxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated Targeted Genetics Corporation Account Number: 9970183443 00000000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agents, of the conditions set forth in Section 3.2(b) hereofCompany Closing Conditions. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares Units being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 6__, 2006, by and among the Company, the Placement Agents Agent and Txxxxx Xxxxxx Xxxx Bxxxx Xxxxx Raysman & Sxxxxxx Xxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxxxx Xxxx Bxxxx Xxxxx Raysman & Sxxxxxx LLPXxxxxxx, as escrow agent for the account of CytokineticsAcusphere, Incorporated Inc. Account Number: 9970183443 0000000000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsAgent, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents Agent shall have no rights in or to any of the escrowed funds, unless the Placement Agents Agent and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement AgentsAgent, and shall have the right to continue to represent the Placement AgentsAgent, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents Agent by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents LCM pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 613, 2006, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, as escrow agent for the account of CytokineticsGTx, Incorporated Inc. Account Number: 9970183443 9000000000 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsLCM, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents LCM a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares Units being purchased by the Investor to the following account designated by the Company and the Placement Agents Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Placement Agreement”) dated as of December 6, 2006, by and among the Company, the Placement Agents and Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 : Chase Manhattan Bank ABA# 021 000 021 0 Xxxxx Xxxxxx, 0xx Xxxxxxxxx Xxxxx Xxx Xxxx, XX XX 00000 ABA FAO NFS (National Financial Services) AC# 000-000-000 FC: C.E.U.T Private Banking Escrow Account Name: Txxxxx Xxxx Bxxxx Raysman & Sxxxxxx LLP, escrow agent for the account of Cytokinetics, Incorporated Account Number: 9970183443 #2 Acct# KRT-980102 Such funds shall be held in escrow until the Closing and delivered by the Escrow Placement Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsAgent, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents Agent shall have no rights in or to any of the escrowed funds, unless funds except as set forth in the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement FeeAgreement. The Company and the Investor agree to indemnify and hold the Escrow Placement Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Placement Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Placement Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Placement Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Placement Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents Agent a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement Agents, and shall have the right to continue to represent the Placement Agents, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.

Delivery by Electronic Book-Entry. at The Depository Trust Company. If the Investor elects to settle the Shares purchased by such Investor through delivery by electronic book-entry at DTC, no later than one (1) business day after the execution of this Agreement by the Investor and the Company, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Shares being purchased by the Investor to the following account designated by the Company and the Placement Agents Cowen pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of December 67, 2006, by and among the Company, the Placement Agents and Txxxxx Xxxxxx Xxxx Bxxxx Xxxxx Raysman & Sxxxxxx Xxxxxxx LLP (the “Escrow Agent”): THE CITIBANK PRIVATE BANK 600 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 ABA # 000-000-000 Account Name: Txxxxx Xxxxxx Xxxx Bxxxx Xxxxx Raysman & Sxxxxxx LLPXxxxxxx, as escrow agent for the account of CytokineticsMedivation, Incorporated Inc. Account Number: 9970183443 9970159865 Such funds shall be held in escrow until the Closing and delivered by the Escrow Agent on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentsCowen, of the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall have no rights in or to any of the escrowed funds, unless the Placement Agents and the Escrow Agent are notified in writing by the Company in connection with the Closing that a portion of the escrowed funds shall be applied to the Placement Fee. The Company and the Investor agree to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under this Section 3.3 or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for any special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. Investor shall also furnish to the Placement Agents Cowen a completed W-9 form (or, in the case of an Investor who is not a United States citizen or resident, a W-8 form). Investor acknowledges that the Escrow Agent acts as counsel to the Placement AgentsCowen, and shall have the right to continue to represent the Placement AgentsCowen, in any action, proceeding, claim, litigation, dispute, arbitration or negotiation in connection with the Offering, and Investor hereby consents thereto and waives any objection to the continued representation of the Placement Agents Cowen by the Escrow Agent in connection therewith based upon the services of the Escrow Agent under the Escrow Agreement, without waiving any duty or obligation the Escrow Agent may have to any other person.