Common use of Delivery of Warrants Clause in Contracts

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants to purchase one million (1,000,000) shares of Common Stock (the “Initial Warrants”) in the form annexed hereto as Exhibit D containing an initial Exercise Price (as defined in the Warrants) equal to. (b) Concurrently with each of the first five Disbursements, the Borrower shall issue to Lenders Warrants to purchase four hundred thousand (400,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued pursuant to this Section 2.11 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as the Lenders shall provide the Borrower at any time and from time to time. (f) Notwithstanding anything herein to the contrary, number of Warrants issuable on any relevant issue date pursuant to subsections (b) and (c) above shall be adjusted to reflect any adjustments in the number of shares underlying such Warrants that would have taken effect pursuant to the terms of the Warrants had such Warrants been issued on the date hereof and remained outstanding through the date of such issuance.

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants warrants to purchase one million an aggregate of two hundred and seventy five thousand (1,000,000275,000) shares of Common Stock in substantially the form set forth on Exhibit D-1 hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Initial Warrants”) in the form annexed hereto as Exhibit D containing at an initial Exercise Price (as defined in the Warrants) equal todetermined in accordance with Section 3(a) of such Exhibit D-1. (b) Concurrently with each of the first five DisbursementsDisbursement, the Borrower shall issue to Lenders Warrants warrants to purchase four one hundred and forty thousand (400,000140,000) shares of Common Stock per ten million dollar ($10,000,000) Disbursement in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), D-2 containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if determined in accordance with Section 3(a) of such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding)Exhibit D-2. (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued pursuant to this Section 2.11 2.10 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as among the Lenders shall provide the Borrower at any time and from time to timeas set forth on Schedule 1. (fd) Notwithstanding anything herein to the contrary, the number of Warrants issuable shares of Common Stock into which a Warrant is exercisable and the Exercise Price of any Warrant on any relevant issue date pursuant to subsections subsection (b) and (c) above shall be adjusted to reflect any adjustments in the number of shares underlying of Common Stock into which such Warrants Warrant is exercisable that would have taken effect pursuant to the terms of the Warrants Warrant had such Warrants Warrant been issued on the date hereof and remained outstanding through the date of such issuance.

Delivery of Warrants. (ai) On the date hereof, the Borrower shall issue to the Lenders Warrants warrants to purchase one million (1,000,000) 25,115,385 shares of Common Stock (the “Initial Warrant Shares”), in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Warrants”) in ). The exercise price of the form annexed hereto as Exhibit D containing an initial Exercise Price (as defined in Initial Warrant Shares will initially be equal to the Warrants) equal toConversion Price. (bj) Concurrently with each of Upon the first five Disbursements, Lenders effecting the Borrower shall issue to Lenders Warrants to purchase four hundred thousand (400,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the DisbursementsSecond Disbursement, the Borrower shall issue to the lenders Warrants Lenders warrants to purchase eight hundred thousand (800,000) 67,500,000 shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York timeSecond Draw Warrant Shares”)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale . The exercise price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall Second Draw Warrant Shares would be the fair market value as mutually determined by the Borrower. (e) Conversion Price. All Warrants that are issued pursuant to this Section 2.11 2.10 shall contain an expiration date of seven (7) years from the applicable date of issuance. (k) The Warrants issued pursuant to this Section 2.10 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as among the Lenders shall provide the Borrower at any time and from time as set forth on Schedule 1 (as such allocations may be amended or modified by assignments of Loans pursuant to timeSection 5.5). (fl) Notwithstanding anything herein to the contrary, the number of shares of Common Stock into which the Warrants issuable on any relevant issue date to be issued pursuant to subsections (bSection 2.10(b) are exercisable and (c) above the exercise price applicable to any such Warrants shall be adjusted to reflect any adjustments in the number of shares underlying of Common Stock into which such Warrants Warrant is exercisable that would have taken effect pursuant to the terms of the Warrants such Warrant had such Warrants Warrant been issued on the date hereof and remained outstanding through the date of such issuance.

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants warrants to purchase one million (1,000,000) an aggregate of 14,423,076 shares of Common Series D Preferred Stock (the “Initial Warrants”) in substantially the form annexed set forth on Exhibit E hereto as Exhibit D containing an initial Exercise Price (as defined in the Warrants) equal to. (b) Concurrently together with each of the first five Disbursements, the Borrower shall issue to Lenders Warrants to purchase four hundred thousand (400,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued pursuant to this Section 2.11 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as the Lenders shall provide the Borrower at any time and from time to time. (f) Notwithstanding anything herein to the contrary, number of Warrants issuable on any relevant issue date pursuant to subsections (b) and (c) above below, the “Warrants”) at an initial Exercise Price of $0.78 and an expiration date of June 2, 2024. (b) Upon the Lenders effecting the Second Disbursement the Borrower shall issue to the Lenders warrants to purchase an aggregate of 9,615,385 “Warrant Shares” (as defined in the Warrants) in substantially the form set forth on Exhibit E hereto at an initial Exercise Price of $0.78 and an expiration date that is on the ten (10) year anniversary of the date of the Second Disbursement. (c) Upon the Lenders effecting each of the Third Disbursement and the Fourth Disbursement, the Borrower shall issue to the Lenders warrants to purchase a number of Warrant Shares equal to (i) 60% of the amount of the Third Disbursement or the Fourth Disbursement, as the case may be, divided by (ii) the Subsequent Warrant Exercise Price, in substantially the form set forth on Exhibit E hereto at an initial exercise price of the Subsequent Warrant Exercise Price and an expiration date of the ten (10) year anniversary of the date of the Third Disbursement. (d) Notwithstanding anything herein to the contrary, the number of Warrant Shares into which the Warrants to be issued pursuant to Section 2.10(b) and (c) are exercisable and the Subsequent Warrant Exercise Price thereof on the issue date shall be adjusted to reflect any adjustments in the number of shares underlying Warrant Shares into which such Warrants Warrant is exercisable that would have taken effect pursuant to the terms of the Warrants such Warrant had such Warrants Warrant been issued on the date hereof and remained outstanding through the date of such issuance.

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants to purchase one million (1,000,000) shares of Common Stock (the “Initial Warrants”) in the form annexed hereto as Exhibit D containing an initial Exercise Price (as defined in the Warrants) equal toto $7.40. (b) Concurrently with each of the first five Disbursements, the Borrower shall issue to Lenders Warrants to purchase four hundred thousand (400,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty fifteen (2015) trading days Trading Days beginning with the trading day Trading Day following receipt by the Borrower Lenders of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended. price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued pursuant to this Section 2.11 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as the Lenders shall provide the Borrower at any time and from time to time. (f) Notwithstanding anything herein to the contrary, number of Warrants issuable on any relevant issue date pursuant to subsections (b) and (c) above shall be adjusted to reflect any adjustments in the number of shares underlying such Warrants that would have taken effect pursuant to the terms of the Warrants had such Warrants been issued on the date hereof and remained outstanding through the date of such issuance.

Delivery of Warrants. (a) On the date hereofDisbursement Date, the Borrower shall issue to the Lenders Warrants in the form attached hereto as Exhibit B to purchase one million (1,000,000) an aggregate of 28,000,000 shares of Common Stock (the “Initial Warrants”) in the form annexed hereto as Exhibit D containing at an initial Exercise Price (as defined in the Warrants) equal toof $5.42 (the “Initial Exercise Price”). (b) Concurrently with each the disbursement of the first five DisbursementsCall Loan, the Borrower shall issue to Lenders Warrants to purchase four two hundred and eighty thousand (400,000280,000) shares of Common Stock for each $1,000,000 in principal amount of the Call Loan. The Warrants issued in respect of any Note Call shall be in the form annexed attached hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), B containing an initial Exercise Price equal to the then prevailing Initial Exercise Price. Notwithstanding the foregoing, the Initial Exercise Price under and/or the Initial Warrant (or if number of shares underlying any such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued pursuant to this Section 2.11 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as the Lenders shall provide the Borrower at any time and from time to time. (f) Notwithstanding anything herein to the contrary, number of Warrants issuable on any relevant issue date pursuant to subsections (b) and (c) above shall be adjusted to reflect any adjustments in the number of shares underlying of Common Stock into which such Warrants Warrant is exercisable that would have taken effect pursuant to the terms of the Warrants Warrant had such Warrants Warrant been issued on the date hereof and remained outstanding through the date of such issuance. (c) All Warrants issued pursuant to this Section 2.15 shall be allocated among the Lenders as set forth on Schedule 1.

Delivery of Warrants. (a) On the Prior Agreement Date under the Prior Facility Agreement, the Borrower issued to the First Out Waterfall Lenders (or their predecessors) warrants to purchase 6,470,000 shares (647,001 shares as adjusted to give effect to the Reverse Split) of Common Stock at an Exercise Price of $9.23 per share ($92.30 per shares as adjusted to give effect to the Reverse Split) (each as subject to any other adjustments provided for therein), each in substantially in the form of Exhibit C-1 attached hereto (as may be amended, restated, supplemented or otherwise modified from time to time, the “Initial Warrants”), with an expiration date hereofof April 3, 2024. (b) [Reserved]. (c) As of the Agreement Date, the Initial Warrants are allocated among the First Out Waterfall Lenders as set forth on Annex A. (d) On the Agreement Date, the Borrower shall issue to the Lenders Warrants First Out Waterfall Lenders, based on such First Out Waterfall Lenders’ First Out Waterfall Pro Rata Share, warrants to purchase one million 8,750,000 shares8,750,001 shares (1,000,000875,001 shares as adjusted to give effect to the Reverse Split) of Common Stock at an Exercise Price of $4.71 per share ($47.10 per shares as adjusted to give effect to the Reverse Split) (each as subject to any other adjustments provided for therein), each in substantially in the form of Exhibit C-2 attached hereto (as may be amended, restated, supplemented or otherwise modified from time to time, the “Additional Warrants”), with an expiration date of August 9, 2025 (e) The Additional Warrants issued pursuant to Section 2.8(d) shall be allocated on the Agreement Date to the First Waterfall Lenders as set forth on Annex A. (f) On the Second Amendment Effective Date, the Borrower shall amend and restate each Initial Warrant held by each First Out Waterfall Lender, but issuing to such First Out Waterfall Lender, in exchange for such Initial Warrant, a warrant that has the same term as such Initial Warrant, is with respect to an equal number of shares of Common Stock and has an Exercise Price of $6.61 per share (each as subject to any adjustments provided for therein), in substantially the form of Exhibit C-3 attached hereto (the amended and restated warrants issuable pursuant to this Section 2.8(f), as may be amended, restated, supplemented or otherwise modified from time to time, the “Amended and Restated Initial Warrants”) in ), and upon such issuance, the form annexed hereto as Exhibit D containing an initial Exercise Price (as defined in the Warrants) equal toInitial Warrant held by such First Out Waterfall Lender shall be terminated. (bg) Concurrently with each of On the first five DisbursementsSecond Amendment Effective Date, the Borrower shall issue amend and restate each Additional Warrant held by each First Out Waterfall Lender, but issuing to Lenders Warrants such First Out Waterfall Lender, in exchange for such Additional Warrant, a warrant that has the same term as such Additional Warrant, is with respect to purchase four hundred thousand (400,000) an equal number of shares of Common Stock and has an Exercise Price of $6.61 per share (each as subject to any adjustments provided for therein), in substantially the form annexed of Exhibit C-4 attached hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued warrants issuable pursuant to this Section 2.11 shall 2.8(g), as may be allocated to Deerfield Private Designamended, L.P.restated, Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as the Lenders shall provide the Borrower at any time and supplemented or otherwise modified from time to time. (f) Notwithstanding anything herein to , the contrary“Amended and Restated Additional Warrants”), number of Warrants issuable on any relevant issue date pursuant to subsections (b) and (c) above upon such issuance, the Additional Warrant held by such First Out Waterfall Lender shall be adjusted to reflect any adjustments in the number of shares underlying such Warrants that would have taken effect pursuant to the terms of the Warrants had such Warrants been issued on the date hereof and remained outstanding through the date of such issuanceterminated.

Delivery of Warrants. (a) On the Prior Agreement Date under the Prior Facility Agreement, the Borrower issued to the First Out Waterfall Lenders (or their predecessors) warrants to purchase 6,470,000 shares (647,001 shares as adjusted to give effect to the Reverse Split) of Common Stock at an Exercise Price of $9.23 per share ($92.30 per shares as adjusted to give effect to the Reverse Split) (each as subject to any other adjustments provided for therein), each in substantially in the form of Exhibit C-1 attached hereto (as may be amended, restated, supplemented or otherwise modified from time to time, the “Initial Warrants”), with an expiration date hereofof April 3, 2024. (b) [Reserved]. (c) As of the Agreement Date, the Initial Warrants are allocated among the First Out Waterfall Lenders as set forth on Annex A. (d) On the Agreement Date, the Borrower shall issue to the Lenders Warrants First Out Waterfall Lenders, based on such First Out Waterfall Lenders’ First Out Waterfall Pro Rata Share, warrants to purchase one million 8,750,001 shares (1,000,000875,001 shares as adjusted to give effect to the Reverse Split) of Common Stock at an Exercise Price of $4.71 per share ($47.10 per shares as adjusted to give effect to the Reverse Split) (each as subject to any other adjustments provided for therein), each in substantially in the form of Exhibit C-2 attached hereto (as may be amended, restated, supplemented or otherwise modified from time to time, the “Additional Warrants”), with an expiration date of August 9, 2025 (e) The Additional Warrants issued pursuant to Section 2.8(d) shall be allocated on the Agreement Date to the First Waterfall Lenders as set forth on Annex A. (f) On the Second Amendment Effective Date, the Borrower shall amend and restate each Initial Warrant held by each First Out Waterfall Lender, by issuing to such First Out Waterfall Lender, in exchange for such Initial Warrant, a warrant that has the same term as such Initial Warrant, is with respect to an equal number of shares of Common Stock and has an Exercise Price of $6.61 per share (each as subject to any adjustments provided for therein), in substantially the form of Exhibit C-3 attached hereto (the amended and restated warrants issuable pursuant to this Section 2.8(f), as may be amended, restated, supplemented or otherwise modified from time to time, including by the February 2020 Exchange Agreement and Fourth Amendment, the “Amended and Restated Initial Warrants”) in ), and upon such issuance, the form annexed hereto as Exhibit D containing an initial Exercise Price (as defined in the Warrants) equal toInitial Warrant held by such First Out Waterfall Lender shall be terminated. (bg) Concurrently with each of On the first five DisbursementsSecond Amendment Effective Date, the Borrower shall issue amend and restate each Additional Warrant held by each First Out Waterfall Lender, by issuing to Lenders Warrants such First Out Waterfall Lender, in exchange for such Additional Warrant, a warrant that has the same term as such Additional Warrant, is with respect to purchase four hundred thousand (400,000) an equal number of shares of Common Stock and has an Exercise Price of $6.61 per share (each as subject to any adjustments provided for therein), in substantially the form annexed of Exhibit C-4 attached hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued warrants issuable pursuant to this Section 2.11 shall 2.8(g), as may be allocated to Deerfield Private Designamended, L.P.restated, Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as the Lenders shall provide the Borrower at any time and supplemented or otherwise modified from time to time. (f) Notwithstanding anything herein to , including by the contraryFebruary 2020 Exchange Agreement and Fourth Amendment, number of Warrants issuable on any relevant issue date pursuant to subsections (b) the “Amended and (c) above Restated Additional Warrants”), and upon such issuance, the Additional Warrant held by such First Out Waterfall Lender shall be adjusted to reflect any adjustments in the number of shares underlying such Warrants that would have taken effect pursuant to the terms of the Warrants had such Warrants been issued on the date hereof and remained outstanding through the date of such issuanceterminated.

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants warrants to purchase one an aggregate of six million (1,000,000) two hundred fifty thousand shares of Common Stock Stock, in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Warrants”) at an initial Exercise Price of $1.39 (the “Initial WarrantsWarrant Exercise Price”) in the form annexed hereto as Exhibit D containing and an initial Exercise Price (as defined in the Warrants) equal toexpiration date of March 17, 2020. (b) Concurrently with Upon the Lenders effecting each of the first five Disbursements, the Borrower shall issue to Lenders Warrants to purchase four hundred thousand (400,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the DisbursementsDisbursement, the Borrower shall issue to the lenders Warrants Lenders warrants to purchase eight hundred thousand (800,000) a number of shares of Common Stock equal to ten million (10,000,000) multiplied by a fraction, (A) the numerator of which is the amount of such Disbursement and (B) the denominator of which is fifty million (50,000,000), in substantially the form annexed set forth on Exhibit B hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial exercise price equal to the lesser of (x) the Initial Warrant Exercise Price equal to 120% of and (y) the average of the daily Volume Weighted Average Price (as defined in subsection (d) below) per share of the Common Stock for each the fifteen (15) consecutive Trading Day Period following the Lenders’ receipt of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a applicable Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) . All Warrants that are issued pursuant to this Section 2.11 2.10(b) shall contain an expiration date of six (6) years from the applicable date of issuance. In addition, in the event the Lenders effect a Subject Disbursement, the Borrower shall issue to the Portions of this page were omitted , as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Lenders warrants to purchase a number of shares of Common Stock equal to one million (1,000,000), in substantially the form set forth on Exhibit B hereto at an initial exercise price equal to the lesser of (x) the Initial Warrant Exercise Price and (y) the average daily Volume Weighted Average Price per share of the Common Stock for the fifteen (15) consecutive Trading Day Period following the Lenders’ receipt of the applicable Disbursement Request. All Warrants issued pursuant to this Section 2.10(b) shall contain an expiration date of six (6) years from the applicable date of issuance. (c) The Warrants issued pursuant to this Section 2.10 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as among the Lenders shall provide the Borrower at any time and from time as set forth on Schedule 1 (as such allocations may be amended or modified by assignments of Loans pursuant to timeSection 6.5). (fd) Notwithstanding anything herein to the contrary, the number of shares of Common Stock into which the Warrants issuable on any relevant issue date to be issued pursuant to subsections (bSection 2.10(b) are exercisable and (c) above the Initial Exercise Price applicable to any such Warrants shall be adjusted to reflect any adjustments in the number of shares underlying of Common Stock into which such Warrants Warrant is exercisable that would have taken effect pursuant to the terms of the Warrants such Warrant had such Warrants Warrant been issued on the date hereof and remained outstanding through the date of such issuance.

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants warrants to purchase one an aggregate of six million (1,000,000) two hundred fifty thousand shares of Common Stock Stock, in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Warrants”) at an initial Exercise Price of $1.39 (the “Initial WarrantsWarrant Exercise Price”) in the form annexed hereto as Exhibit D containing and an initial Exercise Price (as defined in the Warrants) equal toexpiration date of March 17, 2020. (b) Concurrently with Upon the Lenders effecting each of the first five Disbursements, the Borrower shall issue to Lenders Warrants to purchase four hundred thousand (400,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the DisbursementsDisbursement, the Borrower shall issue to the lenders Warrants Lenders warrants to purchase eight hundred thousand (800,000) a number of shares of Common Stock equal to ten million (10,000,000) multiplied by a fraction, (A) the numerator of which is the amount of such Disbursement and (B) the denominator of which is fifty million (50,000,000), in substantially the form annexed set forth on Exhibit B hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial exercise price equal to the lesser of (x) the Initial Warrant Exercise Price equal to 120% of and (y) the average of the daily Volume Weighted Average Price (as defined in subsection (d) below) per share of the Common Stock for each the fifteen (15) consecutive Trading Day Period following the Lenders’ receipt of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a applicable Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) . All Warrants that are issued pursuant to this Section 2.11 2.10(b) shall contain an expiration date of six (6) years from the applicable date of issuance. In addition, in the event the Lenders effect a Subject Disbursement, the Borrower shall issue to the Lenders warrants to purchase a number of shares of Common Stock equal to one million (1,000,000), in substantially the form set forth on Exhibit B hereto at an initial exercise price equal to the lesser of (x) the Initial Warrant Exercise Price and (y) the average daily Volume Weighted Average Price per share of the Common Stock for the fifteen (15) consecutive Trading Day Period following the Lenders’ receipt of the applicable Disbursement Request. All Warrants issued pursuant to this Section 2.10(b) shall contain an expiration date of six (6) years from the applicable date of issuance. (c) The Warrants issued pursuant to this Section 2.10 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as among the Lenders shall provide the Borrower at any time and from time as set forth on Schedule 1 (as such allocations may be amended or modified by assignments of Loans pursuant to timeSection 6.5). (fd) Notwithstanding anything herein to the contrary, the number of shares of Common Stock into which the Warrants issuable on any relevant issue date to be issued pursuant to subsections (bSection 2.10(b) are exercisable and (c) above the Initial Exercise Price applicable to any such Warrants shall be adjusted to reflect any adjustments in the number of shares underlying of Common Stock into which such Warrants Warrant is exercisable that would have taken effect pursuant to the terms of the Warrants such Warrant had such Warrants Warrant been issued on the date hereof and remained outstanding through the date of such issuance.

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants to purchase one million (1,000,000) the number of shares of Common Stock set forth in Exhibit C (the “Initial Warrants”) subject to adjustment as set forth in the form annexed hereto as Exhibit D containing Warrant) at an initial Exercise Price (as defined in the WarrantsWarrant) equal to. (b) Concurrently with each to the Initial Exercise Price of the first five DisbursementsWarrant (the “Initial Warrant”). Subsequent to the date of such issuance, upon disbursement of the funds described in Items 5-7 of Exhibit B, the Borrower shall issue to the Lenders, on the date such applicable disbursements has/have been made, Warrants to purchase the number of shares of Common Stock set forth opposite such condition(s) as set forth on Exhibit C (subject to appropriate adjustment to reflect any stock splits, recapitalizations, reclassifications or other similar events occurring between the date hereof and the date of issuance of such Warrants and further subject to increase in the number of Warrant Shares subject to such Warrants to reflect the issuance or sale of shares of Common Stock between the date hereof and the date of issuance of such Warrants so as to give effect to the provisions of Section 5(d) of the Warrant as if such Warrants were issued as of the date hereof). The initial Exercise Price of such additional Warrants shall also be equal to the Initial Exercise Price of the Warrant (subject to appropriate adjustment to reflect any stock splits, recapitalizations, reclassifications or other similar events occurring between the date hereof and the date of the issuance of such Warrants). In addition, on the date hereof, the Borrower shall issue to the Lenders Warrants to purchase four hundred thousand (400,000) 400,000 shares of Common Stock (subject to adjustment as set forth in the Warrant) (the “Additional Warrants”) at an initial exercise price equal to the Initial Exercise Price of the Warrant. All Warrants issuable hereunder shall be in the form annexed hereto as Exhibit D (except C; provided, however, that such the Additional Warrants shall not contain Section 8(d5(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the Disbursements, the Borrower shall issue to the lenders Warrants to purchase eight hundred thousand (800,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial Exercise Price equal to 120% of the average of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Request. (d) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All Warrants that are issued pursuant to this Section 2.11 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as the Lenders shall provide the Borrower at any time and from time to time. (f) Notwithstanding anything herein to the contrary, number of Warrants issuable on any relevant issue date pursuant to subsections (b) and (c) above shall be adjusted to reflect any adjustments in the number of shares underlying such Warrants that would have taken effect pursuant to the terms of the Warrants had such Warrants been issued on the date hereof and remained outstanding through the date of such issuance.C.

Delivery of Warrants. (a) On the date hereof, the Borrower shall issue to the Lenders Warrants warrants to purchase an aggregate of one million (1,000,000) shares of Common Stock Stock, in substantially the form set forth on Exhibit D-1 hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Initial Warrants”) in the form annexed hereto as Exhibit D containing at an initial Exercise Price (as defined in the Warrants) equal toof $13.83 and an expiration date of February 24, 2021. (b) Concurrently with Upon the Lenders effecting each Disbursement, upon the making of the first five Disbursements, the Borrower shall issue to Lenders Warrants to purchase four hundred thousand (400,000) shares of Common Stock in the form annexed hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants), containing an initial Exercise Price equal to the then prevailing Exercise Price under the Initial Warrant (or if such Warrants are no longer outstanding, such amount as would have constituted the Exercise Price under the Initial Warrants had such Warrants still been outstanding). (c) Concurrently with each of the DisbursementsDisbursement, the Borrower shall issue to the lenders Warrants Lenders warrants to purchase eight hundred thousand (800,000) a number of shares of Common Stock equal to (A) a quotient derived by dividing (x) the amount of such Disbursement divided by (y) the Subsequent Warrant Exercise Price multiplied by (B) 50%, in substantially the form annexed set forth on Exhibit D-2 hereto as Exhibit D (except that such Warrants shall not contain Section 8(d) of the Initial Warrants) at an initial exercise price of the Subsequent Warrant Exercise Price equal to 120% and an expiration date of seven (7) years from the average applicable date of the Volume Weighted Average Price (as defined in subsection (d) below) of the Common Stock for each of the twenty (20) trading days beginning with the trading day following receipt by the Borrower of a Disbursement Requestissuance. (dc) As used herein, the “Volume Weighted Average Price” for the Common Stock as of any date means the daily volume weighted average price (based on a Trading Day from 9:30 a.m. to 4:00 p.m. (New York time)) of the Common Stock on the NASDAQ Global Select Market (“NASDAQ”) as reported by Bloomberg Financial L.P. using the AQR function or an equivalent, reliable reporting service mutually acceptable to and hereafter designed by Deerfield Private Design and the Borrower (“Bloomberg”) or, if NASDAQ is not the principal trading market for the Common Stock, the volume weighted average sale price of the Common Stock on the principal trading market for the Common Stock on the principal securities exchange or trading market where the Common Stock is listed or traded as reported by Bloomberg, or, if no volume weighted average sale price is reported for the Common Stock, then the last closing trade price of the Common Stock as reported by Bloomberg, or, if no last closing trading price is reported for the Common Stock by Bloomberg, the average of the bid prices of any market makers for the Common Stock in the over the counter market maintained by the National Association of Securities Dealers or in the “pink sheets” maintained by the National Quotation Bureau, Inc. If the Volume Weighted Average Price cannot be calculated for the Common Stock on such date in the manner provided above, the Volume Weighted Average Price shall be the fair market value as mutually determined by the Borrower. (e) All The Warrants that are issued pursuant to this Section 2.11 2.10 shall be allocated to Deerfield Private Design, L.P., Deerfield Private Design International, L.P., Deerfield Partners, L.P. and Deerfield International Limited in such ratio as among the Lenders shall provide the Borrower at any time and from time to timeas set forth on Schedule 1. (fd) Notwithstanding anything herein to the contrary, the number of shares of Common Stock into which the Warrants issuable to be issued pursuant to Section 2.10(b) are exercisable and the Subsequent Warrant Exercise Price thereof on any relevant the issue date pursuant to subsections (b) and (c) above shall be adjusted to reflect any adjustments in the number of shares underlying of Common Stock into which such Warrants Warrant is exercisable that would have taken effect pursuant to the terms of the Warrants such Warrant had such Warrants Warrant been issued on the date hereof and remained outstanding through the date of such issuance.