Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, given within ten (10) business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 1.2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 1.3 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 30 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, given within ten (10) 10 business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever Subject to the restrictions contained in this Section 2, whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement after the termination or expiration of the Collaboration Agreement, at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Purchaser of its intention to do so and, upon the written request of a Stockholder or Stockholders, the Purchaser given within ten (10) business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders the Purchaser to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholdersthe Purchaser; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected affected pursuant to of this Section 2.2 subsection 2.1 without obligation to any Stockholderthe Purchaser.

Incidental Registration. (a) Whenever 2.1 Subject to Sections 2.2 and 2.3 below, whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement at any time and from time to timetime during the Registration Rights Period, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten twenty (1020) business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten thirty (1030) business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable SharesStock), the Company shall use its reasonable best efforts to cause all shares of Registrable Shares Stock which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Stockholder of its intention to do so and, upon so. Upon the written request of a the Stockholder or Stockholders, given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such the Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholdersthe Stockholder; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any the Stockholder.

Incidental Registration. (a1) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Stockholder of its intention to do so and, upon so. Upon the written request of a the Stockholder or Stockholders, given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such the Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholdersthe Stockholder; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any the Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than a Registration Statement filed pursuant to Section 2.1 or 2.2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Investor of its intention to do so and, upon so. Upon the written request of a Stockholder or Stockholders, the Investor given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders the Investor to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholdersthe Investor; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected initiated pursuant to this Section 2.2 2.3 without obligation to any Stockholderthe Investor.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 8.3) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 8.4 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders Shareholders of its intention to do so and, upon the written request of a Stockholder Shareholder or Stockholders, Shareholders given within ten (10) business 15 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Shareholder or Stockholders Shareholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Shareholder or StockholdersShareholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any StockholderShareholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 4.2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders Investors of its intention to do so and, upon the written request of a Stockholder an Investor or Stockholders, Investors given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder Investor or Stockholders Investors to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder Investor or StockholdersInvestors; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 4.3 without obligation to any StockholderInvestor.

Incidental Registration. (a) Whenever the Company proposes at any time to file a Registration Statement at any time that contemplates the sale of Common Stock or other Equity Security and from time to timeis on a form which would allow registration of the Registrable Shares, it will, prior to such filing, give written notice to all Stockholders Shareholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, the Shareholders given within ten (10) business 10 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares)notice, the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders Shareholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholdersthe Shareholders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected proposed pursuant to this Section 2.2 3(a) without obligation to any StockholderShareholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 7.2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration proposed to be effected pursuant to this Section 2.2 7.3 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 2) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its all commercially reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, that the Company shall have the -------- right to postpone or withdraw any registration effected pursuant to this Section 2.2 3 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten (10) business 30 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Article III, Section 2.2 2 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement (other than pursuant subsection 9.3) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, Stockholders given within ten twenty (1020) business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which that the Company has been requested by such Stockholder or Stockholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 subsection 9.4 without obligation to any Stockholder.

Incidental Registration. (a) Whenever the Company proposes to file a Registration Statement at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, given within ten (10) 10 business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares), the Company shall use its reasonable best efforts to cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register, to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, however, that the -------- ------- Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 2 without obligation to any Stockholder.

Incidental Registration. (ai) Whenever the Company proposes to file a Registration Statement (other than pursuant to Section 10(b)) at any time and from time to time, it will, prior to such filing, give written notice to all Stockholders the Holder of its intention to do so and, upon the written request of a Stockholder or Stockholders, the Holder given within ten (10) business 20 days after the date that the Company provides such notice (which request shall state the intended method of disposition of such shares of Registrable SharesStock), the Company shall use its reasonable best efforts to cause all shares of Registrable Shares Stock which the Company has been requested by such Stockholder or Stockholders the Holder to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholdersthe Holder; provided, however, provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2.2 10(c) without obligation to any Stockholderthe Holder.

Incidental Registration. (a) Whenever a)Whenever the Company proposes at any time to file a Registration Statement at any time that contemplates the sale of Common Stock or Warrants or other Equity Security and from time to timeis on a form which would allow registration of the Registrable Securities, it will, prior to such filing, give written notice to all Stockholders Shareholders of its intention to do so and, upon the written request of a Stockholder or Stockholders, the Shareholders given within ten (10) business days after the date that the Company provides such notice (which request shall state the intended method of disposition of such Registrable Shares)notice, the Company shall use its reasonable best efforts to cause all Registrable Shares Securities which the Company has been requested by such Stockholder or Stockholders Shareholders to register, register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholdersthe Shareholders; provided, however, that the Company shall have the right to postpone or withdraw any registration effected proposed pursuant to this Section 2.2 3(a) without obligation to any StockholderShareholder.