Common use of Form S-1 Demand Clause in Contracts

Form S-1 Demand. If at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request (any such request or request pursuant to Subsection 2.1(b), a “Demand Request”) from Holders of (A) fifty percent (50%) of the Registrable Securities then outstanding, or (B) Deerfield (any such request by Deerfield pursuant to this Subsection 2.1(a) or any request by Deerfield for filing of a registration statement on Form S-3 pursuant to Subsection 2.1(b), a “Deerfield Demand Request,” which, for the avoidance of doubt, shall also constitute a “Demand Request”), that the Company file a Form S-1 registration statement with respect to at least either (A) forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million) or (B) Registrable Securities that have an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million or (C) with respect to a Deerfield Demand Request, with respect to either (x) at least twenty percent (20%) of the Registrable Securities held by Deerfield or (y) Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $20 million regardless of the percentage of the Registrable Securities held by Deerfield with respect to which such Deerfield Demand Request is made, then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders (and, in the event the request is given by the Initiating Holders during the thirty (30)-day period commencing on the date that is one hundred eighty-one (181) days after the effective date of the registration statement for the IPO, within thirty (30) days after such request is given by the Initiating Holders), file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(f) and 2.3.

Form S-1 Demand. If (x) at any time after the earlier of (i) five the date four (54) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request (any such request or request pursuant to Subsection 2.1(b), a “Demand Request”) from Holders of (A) fifty percent (50%) at least 65% of the Registrable Securities then outstanding, or outstanding (Bthe “Requisite Holders”) Deerfield (any such request by Deerfield pursuant to this Subsection 2.1(a) or any request by Deerfield for filing of a registration statement on Form S-3 pursuant to Subsection 2.1(b), a “Deerfield Demand Request,” which, for the avoidance of doubt, shall also constitute a “Demand Request”), that the Company file a Form S-1 registration statement with respect to at least either (A) forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million) or (B) Registrable Securities that have an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million or (C) with respect to a Deerfield Demand Request, with respect to either (xy) at least twenty percent (20%) any time after the date of this Agreement, the Company receives a request from Holders of a majority of the Registrable Securities held by Deerfield then outstanding issued or (y) Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $20 million regardless issuable upon conversion of the percentage of Series E Preferred Stock that the Registrable Securities held by Deerfield Company file a Form S-1 registration statement with respect to which such Deerfield Demand Request is madeRegistrable Securities, then in each case the Company shall shall: (x1) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y2) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders under clause (and, in x) above or one hundred twenty (120) days after the event the date such request is given by the Initiating Holders during the thirty under clause (30)-day period commencing on the date that is one hundred eighty-one (181y) days after the effective date of the registration statement for the IPO, within thirty (30) days after such request is given by the Initiating Holders)above, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within ten twenty (1020) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(fSections 2.1(c) and 2.3; provided, that in the event of a request by the Initiating Holders under clause (y) above, the Company shall use commercially reasonable efforts to cause such registration statement to be declared effective no later than the date eighteen (18) months after the date hereof; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person.

Form S-1 Demand. If Subject to the terms and conditions of this Agreement, from and after the Registration Rights Date, if at any time after the earlier of (i) five (5) years after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the Parent is not eligible to use a Form S-3 registration statement for the IPO, the Company and Parent receives a request (any such request or request pursuant to Subsection 2.1(b), a “Demand Request”) from Holders of (A) fifty percent (50%) a majority of the Registrable Securities then outstanding, or (B) Deerfield (any such request by Deerfield pursuant to this Subsection 2.1(a) or any request by Deerfield for filing of a registration statement on Form S-3 pursuant to Subsection 2.1(b), a “Deerfield Demand Request,” which, for the avoidance of doubt, shall also constitute a “Demand Request”), outstanding that the Company Parent file a Form S-1 registration statement with respect to at least either (A) forty twenty five percent (4025%) of the Registrable Securities then outstanding (or a lesser percent if outstanding, which request shall specify the anticipated aggregate offering price, net number of Selling Expenses, would exceed $10 million) or (B) Registrable Securities that have an anticipated aggregate offering price, net of Selling Expenses, of at least $10 million or (C) with respect required to a Deerfield Demand Request, with respect to either (x) at least twenty percent (20%) of be included in the Registrable Securities held by Deerfield or (y) Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, of at least $20 million regardless of the percentage of the Registrable Securities held by Deerfield with respect to which such Deerfield Demand Request is maderegistration statement described therein, then the Company Parent shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty ninety (6090) days after the date such request is given by the Initiating Holders (and, in the event the request is given by the Initiating Holders during the thirty (30)-day period commencing on the date that is one hundred eighty-one (181) days after the effective date of the registration statement for the IPO, within thirty (30) days after such request is given by the Initiating Holders), file a registration statement on Form S-1 registration statement under the Securities Act (each, a “Long-Form Registration”) covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration statement by any other Holders, as specified by notice given by each such Holder to the Company Parent within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(fSections 2.1(c) and 2.32.2 and (z) shall use its commercially reasonable efforts to cause such registration statement on Form S-1 to be declared effective by the SEC as soon as practicable thereafter; provided, that Parent may use a registration statement on Form S-3 or any successor form thereto if Parent does qualify or would qualify to use such form within ninety (90) days after the date on which the initial request is given and Parent shall not be required to file such registration statement until it is so qualified. Parent shall not be required to effect a Long-Form Registration more than one time within any twelve (12) month period for the holders of Registrable Securities as a group; provided, that a registration statement shall not count as a Long-Form Registration requested under this Section 2.1(a) unless and until it has become effective and the holders requesting such registration are able to register at least seventy-five percent (75%) of the Registrable Securities requested to be included in such registration; provided, further, that if, prior to any request for registration pursuant to this Section 2.1(a), Parent exercises its Right of First Offer, then, for purposes of determining whether a request for a Long-Form Registration includes a sufficient number of Registrable Securities in accordance with this Section 2.1(a), any Parent Shares acquired by Parent pursuant to the exercise of the Right of First Offer shall be counted as if such Parent Shares were included in such Long-Form Registration.