Common use of Joint Proxy Statement; Registration Statement Clause in Contracts

Joint Proxy Statement; Registration Statement. (a) As promptly as practical after the execution of this Agreement, Dendreon and Corvas shall prepare and file with the SEC a joint proxy statement/prospectus to be sent to the stockholders of Dendreon and Corvas in connection with the Dendreon Stockholders' Meeting and the Corvas Stockholders' Meeting, respectively (the "Joint Proxy Statement"), and Dendreon shall prepare and file with the SEC a registration statement on Form S-4 pursuant to which the shares of Dendreon Common Stock to be issued as a result of the Merger will be registered with the SEC (the "Registration Statement"), in which the Joint Proxy Statement will be included as a prospectus. Each of Dendreon and Corvas shall use its best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Dendreon and Corvas shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical. Dendreon will use its best efforts to cause the Joint Proxy Statement to be mailed to Dendreon's stockholders, and Corvas will use its best efforts to cause the Joint Proxy Statement to be mailed to the Corvas' stockholders, as promptly as practicable after the Registration Statement is declared effective under the Securities Act but in each case within ten business days thereafter. Dendreon and Corvas shall make all other necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder and shall use reasonable efforts to cause their respective Annual Reports on Form 10-K for the year ended December 31, 2002 to be filed as promptly as possible.

Joint Proxy Statement; Registration Statement. (a) As promptly as practical practicable after the execution date of this Agreement, Dendreon SWAT and Corvas the Company shall prepare and file cause to be filed with the SEC a joint proxy statement/prospectus to be sent to the stockholders of Dendreon and Corvas in connection with the Dendreon Stockholders' Meeting and the Corvas Stockholders' Meeting, respectively (the "Joint Proxy Statement"), Statement and Dendreon SWAT shall prepare and file cause to be filed with the SEC a registration statement on Form S-4 pursuant to which the shares of Dendreon Common Stock to be issued as a result of the Merger will be registered with the SEC (the "Registration Statement"), in which the Joint Proxy Statement will be included as a prospectus, with respect to the issuance of SWAT Common Stock in the Merger. The Joint Proxy Statement will also include (i) a proposal requesting that the SWAT shareholders approve the conversion (pursuant to its terms) of all outstanding SWAT Series B Convertible Preferred Stock into SWAT Common Stock, and (ii) such other proposal(s) as the Company and SWAT shall mutually agree to include therein, including any proposals that may be required pursuant to the terms of this Agreement. Each of Dendreon SWAT and Corvas the Company shall furnish all information concerning it and the holders of its capital stock as the other may reasonably request in connection with the preparation of the Registration Statement and Joint Proxy Statement. Each of SWAT and the Company shall use its best reasonable efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and SEC, to respond promptly to any comments of the SEC or its staff. Dendreon staff and Corvas shall use all reasonable efforts to cause have the Registration Statement to become declared effective under the Securities Act as soon promptly as practicable after such filing as practicalit is filed with the SEC. Dendreon SWAT will use its best efforts to cause the Joint Proxy Statement to be mailed to Dendreon's SWAT’s stockholders, and Corvas the Company will use its best efforts to cause the Joint Proxy Statement to be mailed to the Corvas' Company’s stockholders, as promptly as practicable after the Registration Statement is declared effective under the Securities Act but in each case within ten business days thereafterAct. Dendreon and Corvas shall make all other necessary filings with respect to the Merger under the Securities Act Each of SWAT and the Exchange Act and the rules and regulations thereunder and Company shall also promptly file, use reasonable efforts to cause their respective Annual Reports on Form 10-K for the year ended December 31, 2002 to be filed become effective as promptly as possiblepossible and, if required, mail to its stockholders any amendment to the Registration Statement or Joint Proxy Statement that becomes necessary after the date the Registration Statement is declared effective.

Joint Proxy Statement; Registration Statement. (ai) As promptly as practical practicable after the execution of this Agreement, Dendreon RVI and Corvas API shall prepare and RVI shall file with the SEC a joint proxy statement/prospectus to be sent to Joint Proxy Statement, together with any other documents required by the stockholders of Dendreon and Corvas Securities Act, or the Exchange Act, in connection with the Dendreon Stockholders' Meeting Arrangement and the Corvas Stockholders' Meeting, respectively other transactions contemplated hereby. The Joint Proxy Statement shall constitute (A) the Joint Proxy Statement of API with respect to the API Stockholders Meeting relating to the Arrangement and the approval of certain matters in connection therewith and (B) the proxy statement of RVI with respect to the meeting of stockholders of RVI with respect to the approval of the RVI Charter Amendment (the "RVI Stockholders Meeting"). As promptly as practicable after the Joint Proxy Statement")Statement is cleared by the SEC, RVI and Dendreon API shall prepare and cause the Joint Proxy Statement to be mailed to each company's respective securityholders entitled to vote, as the case may be. As promptly as practicable, RVI shall file the Registration Statement with the SEC a registration statement on Form S-4 pursuant to which register the shares of Dendreon RVI Common Stock to be issued as a result from time to time after the Effective Time upon exchange or purchase of the Merger will Exchangeable Shares to be registered with issued by RVI Sub as contemplated in the SEC (the "Registration Statement"), in which the Joint Proxy Statement will be included as a prospectusPlan of Arrangement. Each of Dendreon RVI and Corvas API shall use its their best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Dendreon and Corvas shall use all reasonable efforts to cause the Registration Statement to become effective as soon after prior to the mailing of the Joint Proxy Statement. If such filing as practical. Dendreon Registration Statement is filed and becomes effective, RVI will use its best efforts to cause maintain the Joint Proxy Statement to be mailed to Dendreon's stockholders, and Corvas will use its best efforts to cause the Joint Proxy Statement to be mailed to the Corvas' stockholders, as promptly as practicable after effectiveness of the Registration Statement is declared effective for so long as any Exchangeable Shares remain outstanding or until such earlier time as RVI shall have received a written opinion of its outside counsel to the effect that the holders of Exchangeable Shares may exchange such shares for freely tradeable shares of RVI Common Stock without registration under the Securities Act but in each case within ten business days thereafter. Dendreon and Corvas shall make all other necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder and shall use reasonable efforts to cause their respective Annual Reports on Form 10-K for the year ended December 31, 2002 to be filed as promptly as possibleAct.

Joint Proxy Statement; Registration Statement. (a) As promptly as practical practicable after the execution of this Agreement, Dendreon EduTrek and Corvas ITI shall prepare and file with the SEC United States Securities and Exchange Commission (the "SEC") a preliminary joint management information circular and proxy statement/prospectus statement (as it may be amended or supplemented from time to be sent to the stockholders of Dendreon and Corvas in connection with the Dendreon Stockholders' Meeting and the Corvas Stockholders' Meetingtime, respectively (the "Joint Proxy Statement"), and Dendreon shall prepare and file together with any other documents required by the United States Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with the SEC Arrangement and the other transactions contemplated hereby. The Joint Proxy Statement shall constitute (i) the management information circular of ITI with respect to the annual general and special meeting of shareholders of ITI relating to the Arrangement and the approval of certain matters in connection therewith (the "ITI Shareholders Meeting") and (ii) the proxy statement of EduTrek with respect to the meeting of shareholders of EduTrek with respect to the issuance of EduTrek Common Stock from time to time upon exchange of the Exchangeable Shares and certain other matters relating to the agreements of EduTrek contained herein (the "EduTrek Shareholders Meeting"). As promptly as practicable after the preliminary Joint Proxy Statement is cleared by the SEC, EduTrek and ITI shall cause the Joint Proxy Statement to be mailed to each company's shareholders entitled to vote. EduTrek shall also file a registration statement on Form S-4 pursuant to which the shares of Dendreon Common Stock to (or on such other form as shall be issued as a result of the Merger will be registered with the SEC appropriate) (the "Registration Statement")) in order to register the EduTrek Common Stock to be issued from time to time after the Effective Time upon exchange of the Exchangeable Shares or upon the exercise of options obtained upon the conversion of ITI Options pursuant to the Arrangement, in which with the Joint Proxy Statement will be included as a prospectus. Each SEC and, if necessary, maintain the effectiveness of Dendreon such registration for the period that such Exchangeable Shares remain outstanding and Corvas EduTrek and ITI shall use its their best efforts to cause the Form S-4 Registration Statement and the Joint Proxy Statement to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Dendreon and Corvas shall use all reasonable efforts to cause the Registration Statement to become effective as soon after such filing as practical. Dendreon will use its best efforts prior to cause the mailing of the Joint Proxy Statement to be mailed to Dendreon's stockholders, and Corvas will use its best efforts to cause the Joint Proxy Statement to be mailed to the Corvas' stockholders, as promptly as practicable after the Registration Statement is declared effective under the Securities Act but in each case within ten business days thereafter. Dendreon and Corvas shall make all other necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder and shall use reasonable efforts to cause their respective Annual Reports on Form 10-K for the year ended December 31, 2002 to be filed as promptly as possibleshareholders.

Joint Proxy Statement; Registration Statement. (a) As promptly as practical practicable after the execution of this Agreement, Dendreon HCR and Corvas Manor Care shall prepare and file with the SEC a joint proxy statement/prospectus (the "Joint Proxy Statement") to be sent to the stockholders of Dendreon HCR and Corvas Manor Care in connection with the Dendreon Stockholders' Meeting and meeting of HCR's stockholders (the Corvas "HCR Stockholders' Meeting, respectively ") and of Manor Care's stockholders (the "Joint Proxy StatementManor Care Stockholders' Meeting")) to consider the Merger Agreement and the issuance of HCR Common Stock in connection therewith, and Dendreon HCR shall prepare and file with the SEC a registration statement on Form S-4 pursuant to which the shares of Dendreon HCR Common Stock to be issued as a result of in connection with the Merger will be registered with under the SEC Securities Act (the "Registration Statement"), in which the Joint Proxy Statement will be included as a prospectus. Each HCR may delay the filing of Dendreon and Corvas shall use its best efforts to cause the Form S-4 Registration Statement and until after the Joint Proxy Statement to comply with the rules has been declared effective. HCR and regulations promulgated by the SEC and to respond promptly to any comments of the SEC or its staff. Dendreon and Corvas Manor Care shall use all reasonable best efforts to cause the Registration Statement to become effective as soon after such filing as practicalpracticable. Dendreon will HCR, Merger Sub and Manor Care shall cooperate with each other in the preparation of the Joint Proxy Statement, and HCR shall notify Manor Care of the receipt of any comments of the SEC with respect to the Joint Proxy Statement and of any requests by the SEC of any amendment or supplement thereto or for additional information and shall provide to Manor Care promptly copies of all correspondence between HCR or any representative of HCR and the SEC. HCR shall give Manor Care and its counsel the opportunity to review the Joint Proxy Statement prior to its being filed with the SEC and shall give Manor Care and its counsel the opportunity to review all amendments and supplements to the Joint Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of HCR, Manor Care and Merger Sub agrees to use its all reasonable best efforts efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Joint Proxy Statement to be mailed to Dendreon's stockholders, and Corvas will use its best efforts to cause the Joint Proxy Statement all required amendments and supplements thereto to be mailed to the Corvas' stockholdersholders of shares of HCR Common Stock and Manor Care Common Stock entitled to vote at the special meetings at the earliest practicable time. The Joint Proxy Statement shall include the recommendation of the Board of Directors of Manor Care in favor of this Agreement and the Merger and the recommendation of the Board of Directors of HCR in favor of the HCR Voting Proposal, as promptly as practicable provided that the Board of Directors of either Manor Care or HCR may withdraw such recommendation if it determines in good faith, after consultation with its outside legal counsel, that the Registration Statement withdrawal of such recommendation is declared effective necessary for such Board of Directors to comply with its fiduciary duties to stockholders under the Securities Act but in each case within ten business days thereafterapplicable law. Dendreon HCR and Corvas Manor Care shall make all other necessary filings with respect to the Merger under the Securities Act and the Exchange Act and the rules and regulations thereunder and shall use reasonable efforts to cause their respective Annual Reports on Form 10-K for the year ended December 31, 2002 to be filed as promptly as possible.thereunder. 32