Common use of Limitations on Registration Rights Clause in Contracts

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of Section 2, the Company may, may by written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, Stockholders (ix) delay the filing or effectiveness of the Purchaser a Demand Registration Statement for requested by a period of not more than 120 days Stockholder (a "Delayed Demand Registration Statement") or (iiy) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser under any effective Registration Statement ("Suspended Registration Statement"), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in (i) a registered public offering of the Company, or (ii) any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement would require disclosure of the Company Activity; provided, that, (i) in the aggregate, all such delays of filing Delayed Demand Registration Statements and/or cessations of sales under Suspended Registration Statements shall not exceed 150 days in any 12-month period and (ii) the Company shall cause any suspended Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementremain effective for one additional day for each day, or (C) any financial statements portion of a day, that the Stockholders were required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementscease sales of shares thereunder. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (aSection 9(a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to Stockholders that such circumstance has terminated and that they may resume sales pursuant to the Purchaser Suspended Registration Statement. If as a result thereof the prospectus included in the Purchaser such Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (bSection 9(b), and the Purchaser Stockholders shall make no offers or sales of shares pursuant to the Purchaser such Suspended Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company mayAny demand for the filing of a registration statement or for a registered offering or an underwritten shelf takedown, by written notice and the exercise of any piggyback rights, will be subject to the Purchaser signed constraints of any applicable lockup arrangements, and any such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf takedown, no further demands may be made so long as the related offering is still being pursued. Notwithstanding anything in this Agreement to the contrary, the Securityholders will not have piggyback rights with respect to the following registrations by the President or Chief Executive Officer of the Company, : (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or registration relating solely to employee benefit plans; (ii) suspend a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares Securities Act); (iii) a registration pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) which the Company is engaged offering to exchange its own securities for other securities; (iv) a registration relating solely to dividend reinvestment or similar plans; (v) a shelf registration pursuant to which only the initial purchasers and subsequent transferees of debt securities of the Company or any subsidiary of the Company that are convertible for equity securities of the Company or such subsidiary and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such debt securities and sell the equity interests into which such debt securities may be converted; or (vi) a registration where the securities are not being sold for cash. (b) The Company may postpone the filing of a demanded registration statement, suspend the effectiveness of any shelf registration statement or defer the facilitation of a demanded underwritten offering (whether a non-shelf registered offering or a shelf takedown), in any activity or transaction or preparations or negotiations such case for any activity or transaction that the Company desires to keep confidential for business reasons, a reasonable “blackout period” not in excess of 90 days if the Board board of Directors directors of the Company determines in good faith that it would such registration or offering could materially interfere with a bona fide business, acquisition, divestiture or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not delay the filing, suspend the effectiveness or defer the facilitation of any demanded registration statement more than once in any 12-month period. The blackout period will end upon the earlier to occur of (i) in the case of a bona fide business, acquisition, divestiture or financing transaction, a date not later than 90 days from the date such postponement, suspension or deferral commenced, and (ii) in the case of disclosure of non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. (c) In order to be detrimental valid, each Demand Notice must provide the information described in Section 3.1 (as applicable) and Section 4.5 hereof or be followed by such information, when requested as contemplated by Section 4.5 hereof. (d) The Securityholders shall not deliver a Demand Notice to the Company during the Employee Trading Windows unless during the same calendar year a demanded registered offering has occurred in which Employees were permitted to participate. (e) The Company shall not be required to effect a demand for any non-shelf registered offering, shelf registration or underwritten shelf takedown unless the market value, based on the closing price of the Class A Common Stock on the Business Day immediately preceding the date of the Demand Notice, of the aggregate amount of Registrable Securities requested in such Purchaser Registration Statement to be filed in Demand Notice and any subsequent notices regarding the near future and that it is, therefore, essential to defer the filing exercise of such registration statement, or (C) any financial statements required piggyback rights to be included in the Purchaser Registration Statementsuch registration or offering, due to a mergeras applicable, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsis at least $100 million. (bf) If The Company shall not be required to effect more than one demand (whether a non-shelf registered offering, a shelf registration or an underwritten shelf takedown) in any 12-month period; provided, however, (i) that until the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination first anniversary of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness pricing date of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities ActIPO, the Company shall enclose such revised prospectus not be required to effect more than two demands (whether a non-shelf registered offering, a shelf registration or an underwritten shelf takedown) and (ii) that an underwritten shelf takedown demanded in connection with a demanded shelf registration shall constitute a single demand. Notwithstanding the notice foregoing, the restrictions set forth in this Section 2.7(f) shall terminate on the earlier of (i) the third anniversary of the pricing date of the IPO and, (ii) the date on which the Bank Holders collectively own a number of shares of Common Stock, in the aggregate, that is less than 10% of the total number of shares of Common Stock then outstanding. (g) Notwithstanding anything in this Agreement to the Purchaser given contrary, from and after the time that the Bank Holders collectively own a number of shares of Common Stock, in the aggregate, that is less than 10% of the total number of shares of Common Stock then outstanding, the Bank Holders will have no further demand rights pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectusAgreement.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything in this Section 6 to the Purchaser contrary, if the Company shall furnish to the Registering Stockholders a certificate signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require LeukoSite stating that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of LeukoSite has made the Company determines in good faith determination (i) that continued use by the Registering Stockholders of the Stockholder Registration Statement filed by LeukoSite for purposes of effecting offers or sales of Merger Common Shares pursuant thereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the registration statement (or the prospectus relating thereto) of material, nonpublic information concerning LeukoSite, its business or prospects or any proposed material transaction involving LeukoSite, (ii) that such premature disclosure would be materially adverse to LeukoSite, its business or prospects or any such proposed material transaction or would make the successful consummation by LeukoSite of any such material transaction significantly less likely and (iii) that it would be detrimental is therefore essential to suspend the Company for use by the Registering Stockholders of such Purchaser Stockholder Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Merger Common Shares pursuant thereto, then the right of the Registering Stockholders to use such Stockholder Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Merger Common Shares pursuant thereto shall be filed in suspended for a period (the near future and that it is, therefore, essential to defer the filing "Suspension Period") of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts more than 90 days after delivery by the Company of the certificate referred to obtain above in this Section 6.2(a). During the Suspension Period, none of the Registering Stockholders shall offer or sell any Merger Common Shares pursuant to or in reliance upon such financial statementsStockholder Registration Statement (or the prospectus relating thereto). LeukoSite agrees that, as promptly as practicable after the consummation, abandonment or public disclosure of the event or transaction that caused LeukoSite to suspend the use of the Registration Statement (and the prospectus relating thereto) pursuant to this Section 6.2(a), LeukoSite will provide the Registering Stockholders with revised prospectuses, if required, and will notify the Registering Stockholders of their ability to effect offers or sales of Merger Common Shares pursuant to or in reliance upon such Stockholder Registration Statement. (b) LeukoSite agrees that no other holder of LeukoSite Stock seeking to resell shares of LeukoSite Common Stock pursuant to a shelf registration statement on Form S-3 will be permitted to sell shares of LeukoSite Common Stock pursuant to such shelf registration statement during a Suspension Period. LeukoSite shall not be required to disclose to the Registering Stockholders the reasons for requiring a suspension of sales hereunder, and the Registering Stockholders shall not disclose to any third party the existence of any such suspension. (c) If the Company delays or LeukoSite suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (aSection 6.2(a) above, the Company LeukoSite shall, as promptly as practicable following the termination of the circumstance which entitled the Company LeukoSite to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Registering Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company LeukoSite shall enclose such revised prospectus with the a notice to the Purchaser Registering Stockholders given pursuant to this paragraph (bSection 6.2(c), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) No Holder will have any demand rights to cause the Company to facilitate an underwritten offering pursuant to this Agreement. The Company may, by written notice rights of Holders to participate in underwritten offerings will be limited to the Purchaser signed rights of Piggyback Holders to participate in such offerings pursuant to Section 2.2 hereof. (b) Notwithstanding anything in this Agreement to the contrary, the Holders will not have piggyback or other registration rights with respect to the following registered primary offerings by the President or Chief Executive Officer of the Company, : (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or registration relating solely to employee benefit plans; (ii) suspend a registration on Form S-4 or S-8 (or other similar successor forms then in effect under the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares Securities Act); (iii) a registration pursuant to the Purchaser Registration Statement, in the event that (A) which the Company files is offering to exchange its own Securities for other Securities; (iv) a registration statement relating solely to dividend reinvestment or similar plans; (other than v) a shelf registration statement on Form S-8 or its successor form) with pursuant to which only the SEC for a public offering initial purchasers and subsequent transferees of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors debt securities of the Company or any Subsidiary that are convertible for common equity and that are initially issued pursuant to Rule 144A and/or Regulation S of the Securities Act may resell such notes and sell the common equity into which such notes may be converted; (vi) a registration where the Registrable Securities are not being sold for cash; (vii) an exchange registration; or (viii) a registration of Securities where the offering is a bona fide offering of debt securities, even if such Securities are convertible into or exchangeable or exercisable for shares of Common Stock. (c) The Company may postpone the filing of any registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company (the “Board”) determines in good faith that it would be detrimental to such registration or offering could (i) materially interfere with a bona fide business, reorganization, acquisition or divestiture or financing transaction of the Company or its Subsidiaries; (ii) require disclosure of material non-public information that the Company has a bona fide business purpose for such Purchaser Registration Statement preserving as confidential; or (iii) be reasonably likely to be filed require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company. The blackout period will end upon the earlier to occur of, (i) in the near future case of a bona fide business, acquisition or divestiture or financing transaction, a date not later than 90 days from the date such deferral commenced, and that it is(ii) in the case of disclosure of non-public information, therefore, essential the earlier to defer occur of (x) the filing by the Company of such registration statementits next succeeding Annual Report on Form 10-K or Quarterly Report on Form 10-Q, or (Cy) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain date upon which such financial statementsinformation otherwise is disclosed. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. Notwithstanding any contrary provision of this Agreement: A. the Company shall not be required to effect more than one registration pursuant to Section 1 (a) The Company mayfor purposes of this Section 4.A., a registration shall not be deemed "effective" unless the registration statement is declared effective by written the Commission); and B. Section 3 shall not apply to a registration effected solely to implement an employee benefit plan or to any other form or type of registration which does not permit inclusion of Registrable Common pursuant to Commission rule or practice; and C. if the registration notice under Section 1 would result in the first offering of the Company's Securities to the Purchaser signed public, then the registration specified under Section 1.1 must be for an underwritten public offering to be managed by an underwriter of recognized national standing reasonably acceptable to the President or Chief Executive Officer Company and shall be for a minimum of $10,000,000, at a price of not less than $3.00 per share, as adjusted for stock splits, stock dividends and other similar events; and D. the Company shall not be obligated to effect a registration pursuant to Section 1 during the period starting with the date thirty days prior to the Company's estimated date of filing of, and ending on a date six months following the effective date of, a registration pertaining to an underwritten public offering of securities for the account of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require provided that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines actively employing in good faith that it would be detrimental all reasonable efforts to the Company for cause such Purchaser Registration Statement registration statement to be filed in the near future become effective and that it is, therefore, essential to defer the Company's estimates of the date of filing of such registration statementstatement is made in good faith; and E. if (a) there is material non-public information regarding the Company which the Board reasonably determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, or (Cb) any financial statements required there is a significant business opportunity available to the Company which the Board reasonably determines not to be included in the Purchaser Registration StatementCompany's best interest to disclose, due or (c) there is a significant business opportunity available to a merger, acquisition or other transaction entered into by the Company and the Board reasonably determines that the Company's ability to pursue such opportunity would be materially and adversely affected by a registered public offering of the Company's Securities, are not available despite commercially reasonable efforts by then the Company may postpone filing a registration statement requested pursuant to obtain such financial statements. (b) If Sections 1 or 2 for a period not to exceed 90 days, provided that the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, may not postpone its obligations as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to permitted under this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other Section 4.E. more than by means of such revised prospectusonce every 12 months.

Limitations on Registration Rights. (a1) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyInvestor, (ix) delay the filing or effectiveness of the Purchaser Registration Statement (for up to a period total of not more than 120 days sixty (60) days) or (iiy) suspend (for up to a total of seventy-five (75) days within any twelve-month period) the Purchaser Registration Statement after effectiveness and require that the Purchaser Investor immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of and during such period as the Company determines in good faith that it the existence of any fact or the happening of any event (including without limitation pending negotiations relating to, or the consummation of, a transaction or the occurrence of any other event) would be detrimental to require additional disclosure of material information by the Company for such Purchaser in the Registration Statement the confidentiality of which the Company has a business purpose to be filed preserve or which fact or event would render the Company unable to comply with SEC requirements (in either case, a "Suspension Event"). In the near future case of any Suspension Event occurring prior to and that it is, therefore, essential to defer delaying the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company shall file the Registration Statement, the Company shall be required to obtain keep the Registration Statement effective until the earlier of (x) such financial statementstime as all of the shares offered thereby have been disposed of in accordance with the intended methods of distribution set forth in the Registration Statement or (y) the period required by Section 6.a above plus an extended period equal to the number of days during which any such suspension was in effect. (b2) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Investor to cease sales of shares pursuant to paragraph (a1) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Investors authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Investor given pursuant to this paragraph (b)2, and the Purchaser Investor shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be 2 included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. The obligations of the Company under Sections 2.2(a)-(c) are subject to each of the following limitations, conditions and qualifications: (a1) The Company may, by written notice shall be entitled to the Purchaser signed by the President or Chief Executive Officer postpone for a reasonable period of the Company, time (inot exceeding 60 days) delay the filing or effectiveness (but not the preparation) of any registration statement otherwise required to be prepared and filed by it pursuant hereto if, at the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) time the Company files receives a request for such registration, the Company is in possession of material non-public information that would be required to be disclosed in a registration statement but that has not been and will otherwise not be disclosed to the public and the Company deems disclosure not to be in the best interests of the Company and its stockholders generally (other than without considering the interests of the Holder). The Company shall be entitled to postpone the filing of such a registration statement on Form S-8 or for additional periods of time (not to exceed in any event an aggregate of 90 days) if it delivers to the Holder an opinion of counsel to the effect that there is a reasonable likelihood that the filing of a registration statement would result in the disclosure of material nonpublic information that would be required to be disclosed in a registration statement, the disclosure of which at such time appears not to be in the best interests of the Company and its successor formstockholders. (2) with the SEC The Company shall be entitled to postpone for a public offering reasonable period of its securitiestime (as short as practicable, (Bbut not exceeding 180 days) the distribution of preliminary or final prospectuses under any registration statement required to be prepared and filed by it pursuant hereto, if at the time such distribution would otherwise be made the Company is engaged in any activity an issuer tender offer within the meaning of Section 13(e) of the Exchange Act for securities of the same class as the Registrable Securities that are proposed to be registered, unless the Holder or transaction or preparations or negotiations for any activity or transaction the Holders' Representative, as applicable, can obtain a no-action letter from the staff of the Commission to the effect that the staff would not recommend enforcement action to the Commission if offers or sales were made pursuant to a prospectus under such circumstances. (3) The Company desires shall be entitled to keep confidential postpone for business reasonsa reasonable period of time (as short as practicable, if but not exceeding 180 days) the effectiveness (but not the filing or preparation) of any registration statement otherwise required to be prepared and filed by it pursuant hereto if, within 10 Business Days after it receives a request for a registration pursuant hereto, the Company's investment banking firm determines (and the Company so notifies the Holder) that in its judgment, such registration and offering would materially interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company that prior to such request the Board of Directors of the Company determines in good faith that it would be detrimental had agreed by resolution to pursue. (4) If, pursuant to a request for Demand Registration, the Company delivers to the Holder or the Holders' Representative, as applicable, an opinion of counsel to the effect that sales of Registrable Securities thereunder might cause the Company for such Purchaser Registration Statement to lose a material amount of net operating losses or other tax carry forwards, the Company may postpone the filing of the registration statement otherwise required to be filed in by it pursuant hereto, but only to the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements extent required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain protect such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b)carry forwards, and only if it is first determined that such protection cannot be effected by reducing the Purchaser shall make no offers or sales number of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectussecurities being registered.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) AboveNet may, at any time, delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and may further, by written notice to the shareholders, require that the Purchaser shareholders immediately cease sales of shares pursuant to the Purchaser Registration Statement, Common Shares during the Selling Period in the event that, and for so long as, AboveNet determines that the existence of any fact or the happening of any event (A) including without limitation pending negotiations relating to, or the Company files consummation of, a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for the occurrence of any activity or transaction that other event) would require additional disclosure of material information by AboveNet in the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement the confidentiality of which AboveNet has a business purpose to be filed preserve or which fact or event would render AboveNet unable to comply with SEC requirements (in the near future and that it iseither case, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements"Suspension Event"). (bii) If the Company AboveNet delays or suspends the Purchaser Registration Statement or requires the Purchaser Investor to cease sales of shares pursuant to paragraph (a) Section b.i above, the Company AboveNet shall, as promptly as practicable following the termination of the circumstance which entitled the Company AboveNet to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser Investor authorizing it Investor to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company AboveNet shall enclose such revised prospectus with the notice to the Purchaser shareholder given pursuant to this paragraph (b)Section b.ii, and the Purchaser shareholders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus. (iii) In the case of any Suspension Event occurring prior to and delaying the filing of the Registration Statement, AboveNet shall file the Registration Statement in accordance with Section b.ii above and shall be required to keep the Registration Statement effective until the earlier of (i) such time as all of the shares offered thereby have been disposed of in accordance with the intended methods of distribution set forth in the Registration Statement or (ii) 120 days plus an extended period equal to the number of days during which any such suspension was in effect.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyRightsholders, (i) delay the filing of, or effectiveness of the Purchaser of, a Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser a Registration Statement after effectiveness and require that the Purchaser Rightsholders immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for such Purchaser under the Securities Act in connection with the Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Rightsholders to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Rightsholders authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Rightsholders given pursuant to this paragraph (b), and the Purchaser Rightsholders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus. (c) Notwithstanding the foregoing, the Company may not (i) delay the filing of, or the effectiveness of, a Registration Statement or (ii) suspend a Registration Statement, pursuant to paragraph (a) above on more than two occasions during any 12-month period or for more than 60 days per such occasion.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyRightsholders, (i) delay the filing of, or effectiveness of of, the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Rightsholders immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for such Purchaser under the Securities Act in connection with the Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Rightsholders to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Rightsholders authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Rightsholders given pursuant to this paragraph (b), and the Purchaser Rightsholders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus. (c) Notwithstanding the foregoing, the Company may not (i) delay the filing of, or the effectiveness of, the Registration Statement or (ii) suspend the Registration Statement, pursuant to paragraph (a) above on more than two occasions during any 12-month period or for more than 60 days per such occasion.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyRightsholders, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Rightsholders immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for such Purchaser under the Securities Act in connection with the Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Rightsholders to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Rightsholders authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Rightsholders given pursuant to this paragraph (b), and the Purchaser Rightsholders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus. (c) Notwithstanding the foregoing, the Company may not suspend the Registration Statement pursuant to paragraph (a) above on more than two occasions during any 12-month period or for more than 60 days per such occasion.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of Section 2, the Company may, may by written notice to the Purchaser signed Rightsholders (x) delay filing a Registration Statement requested by the President or Chief Executive Officer of the Company, Initiating Rightsholders pursuant to Section 2 (ia "Delayed Demand Registration Statement") delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (iiy) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Rightsholders immediately cease sales of shares pursuant to the Purchaser under any effective Registration Statement ("Suspended Registration Statement"), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in or has plans to engage in (i) a registered public offering of the Company, or (ii) any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement to be filed would require disclosure of the Company Activity; provided, that, in the near future and that it isaggregate, therefore, essential to defer the all such delays of filing Delayed Demand Registration Statements and/or cessations of such registration statement, or (C) sales under Suspended Registration Statements shall not exceed 90 days in any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements12-month period. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Rightsholders to cease sales of shares pursuant to paragraph (aSection 9(a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to Rightsholders that such circumstance has terminated and that they may resume sales pursuant to the Purchaser Suspended Registration Statement. If as a result thereof the prospectus included in the Purchaser such Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.such

Limitations on Registration Rights. (ai) The Notwithstanding the provisions of this section 2, the Company may, may by written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, Holders (ix) delay the filing or effectiveness of the Purchaser a Registration Statement for requested by a period of not more than 120 days Holder (a "Delayed Registration Statement") or (iiy) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Holders immediately cease sales of shares pursuant to the Purchaser under any effective Registration Statement ("Suspended Registration Statement"), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in (i) a registered public offering of the Company, or (ii) any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement would require disclosure of the Company Activity; provided, that, (i) in the aggregate, all such delays of filing Delayed Registration Statements and/or cessations of sales under Suspended Registration Statements shall not exceed 90 days in any 12-month period and (ii) the Company shall cause any Suspended Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementremain effective for one additional day for each day, or (C) any financial statements portion of a day, that the Holders were required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements.cease sales of shares thereunder; and (bii) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Holders to cease sales of shares pursuant to paragraph (aSection 2f(i) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give prompt written notice to the Purchaser authorizing it to Holders that such circumstance has terminated and that they may resume sales pursuant to the Purchaser Suspended Registration Statement. If as a result thereof the prospectus included in the Purchaser such Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Holders given pursuant to this paragraph (b), section 2f(ii) and the Purchaser Holders shall make no offers or sales of shares pursuant to the Purchaser such Suspended Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything to the Purchaser signed by contrary contained in this Agreement, the President or Chief Executive Officer of the Company, (i) Company may delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC under section 5.2 for a public offering of its securities, (B) such time as may reasonably be required by the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires (i) to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for obtain such Purchaser Registration Statement to be filed in the near future audited and that it is, therefore, essential to defer the filing of such registration statement, or (C) any unaudited financial statements as may be required by law to be included in the Purchaser Registration Statementregistration statement; provided, due to a merger, acquisition or other transaction entered into by that the Company, are not available despite Company shall use all commercially reasonable efforts by the Company to obtain such financial statementsstatements as promptly as practicable, or (ii) if the Company's board of directors believes that the offering of Registrable Shares pursuant thereto would have a material adverse effect upon the Company; provided, further, however, that the Company's ability to delay such registration shall be limited to durations of no longer than one hundred eighty (180) days and the Company shall not delay more than once during any twelve (12) month period. (b) If Notwithstanding anything to the contrary contained in this Agreement, the Company delays may delay the filing or suspends effectiveness of, or may terminate or withdraw, any registration statement referred under section 5.1 at any time for any reason whatsoever without incurring any liability to the Purchaser holders of Registrable Shares, but the Company shall be and remain obligated to pay all Registration Statement or requires the Purchaser to cease sales of shares Expenses, if any, incurred in connection therewith. (c) If during any period when a registration statement covering Registrable Shares filed pursuant to paragraph section 5.2 is effective, Company proposes to file a registration statement on Forms S-1 or S-4 (a) aboveor any of their respective successor forms), then the Company shall have the right to terminate the effectiveness of the registration statement covering such Registrable Shares; provided, that the Company shall, as promptly as practicable following within ninety (90) days thereof, prepare and file a registration statement (the termination of "Company Registration Statement") covering the circumstance which entitled Registrable Shares sought to be registered by the Company to do soand the Registrable Shares for which such effective registration statement was filed. In any such event, notify the Purchaser of participating holders shall include such termination and take such actions as may be necessary to file Registrable Shares in or reinstate with the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Company Registration Statement. If as the Company does not file a result thereof the prospectus included in the Purchaser Company Registration Statement has been amended within such ninety (90) day period, then the holders shall have one additional right to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectusrequire a registration under section 5.2.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything in this Section 2.13 to the Purchaser contrary, if the Company shall furnish to the Registering Stockholders a certificate signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require Parent stating that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of Parent has made the Company determines in good faith determination that it (i) continued use by the Registering Stockholders of the Stockholder Registration Statement filed by Parent for purposes of effecting offers or sales of Merger Common Shares pursuant thereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in Stockholder Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning Parent, its business or prospects or any proposed material transaction involving Parent, (ii) such premature disclosure would be detrimental materially adverse to Parent, its business or prospects or any such proposed material transaction or would make the Company for successful consummation by Parent of any such Purchaser material transaction significantly less likely and (iii) it is therefore essential to suspend the use by the Registering Stockholders of such Stockholder Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Merger Common Shares pursuant thereto, then the right of the Registering Stockholders to use such Stockholder Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Merger Common Shares pursuant thereto shall be filed suspended for a period (the "Suspension Period") of not more than 90 days in the near future and that it is, therefore, essential to defer the filing of such registration statement, or any twelve (C12) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts month period after delivery by the Company of the certificate referred to obtain above in this Section 2.13(b). During the Suspension Period, none of the Registering Stockholders shall offer or sell any Merger Common Shares pursuant to or in reliance upon such financial statements. (b) If the Company delays or suspends the Purchaser Stockholder Registration Statement (or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shallprospectus relating thereto). Parent agrees that, as promptly as practicable following after the termination consummation, abandonment or public disclosure of the circumstance which entitled event or transaction that caused Parent to suspend the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness use of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof (and the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given relating thereto) pursuant to this paragraph (bSection 2.13(b), Parent will provide the Registering Stockholders with revised prospectuses, if required, and will notify the Purchaser shall make no Registering Stockholders of their ability to effect offers or sales of shares Merger Common Shares pursuant to or in reliance upon such Stockholder Registration Statement. Parent agrees that no other holder of Parent Stock seeking to resell shares of Parent Common Stock pursuant to a shelf registration statement on Form S-3 will be permitted to sell shares of Parent Common Stock pursuant to such shelf registration statement during a Suspension Period. Parent shall not be required to disclose to the Purchaser Registration Statement other than by means Registering Stockholders the reasons for requiring a suspension of sales hereunder, and the Registering Stockholders shall not disclose to any third party the existence of any such revised prospectussuspension.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a primary public offering by the Company of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations; provided, however, that such suspension shall continue only as long as such event or its effect is continuing and has not otherwise been publicly disclosed and in no even will that suspension exceed sixty (C60) days in any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementstwelve month period. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (b), and the Purchaser Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice to In the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statementevent that, in the event that (A) good faith judgment of the Company files Board of Directors, upon advice of counsel, it is advisable to suspend use of a prospectus included in a registration statement (covering the sale of the Shares due to pending material developments or other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) events that have not yet been publicly disclosed and as to which the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it believes public disclosure would be detrimental to the Company, the Company for shall notify the Purchaser to such Purchaser Registration Statement to be filed in the near future and that it iseffect, thereforeand, essential to defer the filing upon receipt of such registration statementnotice, or (C) any financial statements required to be included in the Purchaser Registration Statement, due shall immediately discontinue any sales of Shares pursuant to such registration statement until the Purchaser has received copies of a merger, acquisition supplemented or other transaction entered into by amended prospectus or until the Company, are not available despite commercially reasonable efforts Purchaser is advised in writing by the Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. Notwithstanding anything to obtain such financial statementsthe contrary herein, the Company shall not exercise its rights under this Section 2(a) to suspend sales of Shares for a period in excess of 30 days on more than two occasions in any 12-month period. (b) If the Company delays or suspends the Purchaser Registration Statement registration statement covering the Shares or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement such registration statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statementsuch registration statement. If as a result thereof the prospectus included in the Purchaser Registration Statement such registration statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement such registration statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company CURIS may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyRecipients, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Recipients immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company CURIS files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company CURIS is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company CURIS desires to keep confidential for business reasons, if the Board of Directors of the Company CURIS determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on CURIS under the Securities Act in connection with the Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company CURIS delays or suspends the Purchaser Registration Statement or requires the Purchaser Recipients to cease sales of shares pursuant to paragraph (a) above, the Company CURIS shall, as promptly as practicable following the termination of the circumstance which entitled the Company CURIS to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Recipients authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company CURIS shall enclose such revised prospectus with the notice to the Purchaser Recipients given pursuant to this paragraph (b), and the Purchaser Recipients shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything to the Purchaser signed by contrary contained in this Agreement, the President or Chief Executive Officer of the Company, (i) Company may delay the filing or effectiveness of a registration statement under Section 3 for such time as may reasonably be required by the Purchaser Registration Statement for a period of not more than 120 days or Company (i) to obtain such audited and unaudited financial statements as may be required by law to be included in the registration statement, (ii) suspend if the Purchaser Registration Statement after effectiveness and require Company's Board of Directors believes that the Purchaser immediately cease sales offering of shares Registrable Securities pursuant thereto would interfere with or be detrimental to a planned offering by the Company of any of the Company's securities, whether debt or equity, or (iii) if the Company's Board of Directors believes that an offering of Registrable Securities thereunder would have a material adverse effect on the business, operations, results of operations, assets, liabilities, or condition (financial or otherwise) of the Company. The Company may postpone the filing or the effectiveness of any registration statement pursuant to the Purchaser Registration StatementSection 3 for a reasonable period of time, provided that such postponements shall not exceed 180 days in the event that aggregate during any twelve (A12) month period, if (i) the Company files has been advised by legal counsel that such filing or effectiveness would require disclosure of a registration statement (material financing, acquisition or other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securitiescorporate transaction, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if and the Board of Directors of the Company determines in good faith that it would be detrimental to such disclosure is not in the best interests of the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, its stockholders or (Cii) any financial statements required to be included the Board of Directors determines in the Purchaser Registration Statement, due to good faith that there is a merger, acquisition valid business purpose or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsreason for delaying filing or effectiveness. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares during any period when a registration statement covering Registrable Securities filed pursuant to paragraph (a) aboveSection 3 is effective, the Company shallproposes to file a registration statement of Forms S-1 or S-4 (or any of their respective successor forms), as promptly as practicable following the termination of the circumstance which entitled then the Company shall have the right to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate terminate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statementregistration statement covering such Registrable Securities for a period of not more than three hundred sixty (360) days. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, During such three hundred sixty (360) day period the Company shall enclose such revised prospectus with use reasonable efforts to prepare and file a registration statement (the notice "Company Registration Statement") covering the shares of Common Stock sought to be registered by the Purchaser given pursuant to this paragraph (b), Company and the Purchaser Registrable Securities for which such effective registration statement was filed. In any such event, the selling holders of Registrable Securities shall make no offers or sales of shares pursuant to include such Registrable Securities in the Purchaser Company Registration Statement other than by means of such revised prospectusStatement.

Limitations on Registration Rights. Notwithstanding any other provision of this Section 6.1, if the Company shall determine in good faith that (ai) The Company may, by written notice to the Purchaser signed continued use by the President Purchasers of the Registration Statement would require premature disclosure in such Registration Statement (or Chief Executive Officer the prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company and (iii) delay such premature disclosure would be materially adverse to the filing Company, its business or effectiveness prospects or any such proposed material transaction or would make the successful consummation by the Company of any such material transaction significantly less likely, then the Company shall provide written notice thereof to the Purchasers and the right of the Purchaser Purchasers to use such Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 120 90 days in any 12-month period. During the Suspension Period, no Purchaser shall offer or (ii) suspend sell any Shares pursuant to or in reliance upon the Purchaser Registration Statement after effectiveness and require that (or the Purchaser immediately cease sales of shares pursuant prospectus relating thereto). The Company shall not be required to disclose to the Purchaser Purchasers the reasons for requiring a suspension of sales under the Registration Statement, in and the event that (A) Purchasers shall not disclose to any third party the existence of any such suspension. The Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shallagrees that, as promptly as practicable following after the termination consummation, abandonment or public disclosure of the circumstance which entitled event or transaction that caused the Company to do so, notify suspend the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness use of the Purchaser Registration Statement and/or give written notice to (and the Purchaser authorizing it to resume sales prospectus relating thereto) pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Actthis Section 6.1(b), the Company shall enclose such will provide the Purchasers with a revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b)prospectus, if required, and will notify the Purchaser shall make no Purchasers of their ability to effect offers or sales of shares Shares pursuant to or in reliance upon the Purchaser Registration Statement other than by means of such revised prospectusStatement.

Limitations on Registration Rights. Notwithstanding any contrary provision of this Agreement: (a) The the Company mayshall not be required to effect more than one (1) registration pursuant to Section 2 hereof; provided, that if (i) a registration requested pursuant to Section 2 hereof is not deemed to have been effected as a Demand Registration, (ii) the registration requested pursuant to Section 2 hereof does not remain effective until the first to occur of (A) one hundred twenty (120) days after the effective date thereof or (B) until the consummation of the distribution by written notice the Holders of the Registrable Common Stock included in such registration statement or (iii) the Holders requesting registration of Registrable Common Stock under Section 2 hereof do not register and sell at least 80% of the Registrable Common Stock they have requested be registered in such registration due to the Purchaser signed Company’s failure to keep the registration statement effective and to ensure that the prospectus included therein continues to satisfy the requirements of Section 10 of the Securities Act as required by this Agreement, then such registration statement shall not count as a Demand Registration permitted pursuant to Section 2 hereof by the President or Chief Executive Officer Demanding Holder(s) in question and the Company shall continue to be obligated to effect a registration pursuant to Section 2 hereof as though the initial request for such Demand Registration had never been made; and (b) the Company will not be required to file any registration under Section 2 hereof: (i) within one hundred eighty (180) days after the effective date of any registration statement filed pursuant to the Securities Act for an underwritten initial public offering of shares of Common Stock initiated by the Company and ninety (90) days after any subsequent registrations or, in each case such later dates as may be required by Section 9 hereof; and (ii) if, in the good faith judgment of the Board, such filing pursuant to Section 2 would require the disclosure of material non-public information concerning the Company, (i) delay which disclosure would be reasonably expected to materially adversely affect the Company and the Company furnishes to the Selling Holders a certificate signed by an executive officer of the Company to such effect. The Company shall then have the right to defer such filing for the period during which such filing would be reasonably expected to materially adversely affect the Company; provided, that the Company may not defer the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 ninety (90) days or (ii) suspend after receipt of the Purchaser Registration Statement after effectiveness and require that request of the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration StatementHolders; provided, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securitiesfurther, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines shall not defer its obligation in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed this manner more than twice in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementstwelve-month period. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholders, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days any registration statement filed or to be filed pursuant to this Article VIII or (ii) suspend the Purchaser Registration Statement any registration statement filed pursuant to this Article VIII after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser Registration Statementsuch registration statement, in the event that that: (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that ("BUYER ACTIVITY") which the Company Buyer desires to keep confidential for business reasons, if and the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company Buyer for such Purchaser Registration Statement registration to be filed in effected at such time; provided that the near future and that it is, therefore, essential Buyer shall have the right to defer a filing for a period of not more than 90 days; or (B) the Buyer files a registration statement (other than a registration statement on Form S-4 or S-8 or any successor form) with the SEC for the purpose of registering under the Securities Act any securities to be publicly offered and sold by the Buyer and the Buyer pursues the preparation, filing and effectiveness of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsstatement with diligence. (b) If the Company Buyer delays or suspends the Purchaser Registration Statement a registration statement filed pursuant to this Article VIII or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement such registration statement and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser Registration Statementsuch registration statement. If as a result thereof the prospectus included in the Purchaser Registration Statement registration statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (b), and the Purchaser Stockholders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement any registration statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyRightsholders, (i) delay the filing of, or effectiveness of the Purchaser of, a Registration Statement for a period (notwithstanding the provisions of not more than 120 days Section 2) or (ii) suspend the Purchaser a Registration Statement after effectiveness and require that the Purchaser Rightsholders immediately cease sales of shares pursuant to the Purchaser such Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Rightsholders to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser such Registration Statement and/or give written notice to the Purchaser all Rightsholders authorizing it them to resume sales pursuant to the Purchaser such Registration Statement. If as a result thereof the prospectus included in the Purchaser such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Rightsholders given pursuant to this paragraph (b), and the Purchaser Rightsholders shall make no offers or sales of shares pursuant to the Purchaser such Registration Statement other than by means of such revised prospectus. (c) Notwithstanding the foregoing, the Company may not (i) delay the filing of, or the effectiveness of, a Registration Statement or (ii) suspend such Registration Statement, pursuant to paragraph (a) above on more than two occasions during any 12-month period or for more than 60 days per such occasion.

Limitations on Registration Rights. Notwithstanding the other provisions of this Agreement: (a) The the Company mayshall not be obligated to register the Registrable Securities of any Holder if, by written notice in the opinion of counsel to the Purchaser signed Company reasonably satisfactory to the Holder and its counsel (or, if the Holder has engaged an investment banking firm, to such investment banking firm and its counsel), the sale or other disposition of such Holder’s Registrable Securities, in the manner proposed by such Holder (or by such investment banking firm), may be effected without registering such Registrable Securities under the President or Chief Executive Officer Securities Act; except for underwritten offerings pursuant to Section 2.02; and (b) no Holder may make a request, and the Company shall not be obligated to register the Registrable Securities of any Holder, pursuant to ARTICLE II if the Company has had a registration statement, under which such Holder had a right to have its Registrable Securities included pursuant to ARTICLE II, declared effective within six (6) months prior to the date of the Companyrequest pursuant to ARTICLE II; provided, however, that if any Holder elected to have shares of its Registrable Securities included under such registration statement but some or all of such shares were excluded pursuant to Section 2.01(c) or the penultimate sentence of Section 2.02(b), then such six (i6)-month period shall be reduced to three (3) months. (c) the Company shall have the right to delay the filing or effectiveness of the Purchaser Registration Statement for a period of registration statement required pursuant to ARTICLE II or to suspend any Holder’s rights to make sales pursuant to any effective registration statement during one or more periods aggregating not more than 120 days or in any twelve (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, 12)-month period in the event that (Ai) the Company files would, in accordance with the advice of its counsel, be required to disclose in the prospectus information not otherwise then required by law to be publicly disclosed and (ii) in the judgment of the Company’s board of directors, there is a reasonable likelihood that such disclosure, or any other action to be taken in connection with the prospectus, would materially and adversely affect any existing or prospective material business situation, transaction or negotiation or otherwise materially and adversely affect the Company. (d) No Person may may participate in any registration statement hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled pursuant to Section 2.07 to select the underwriter(s) with respect to such registration and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than a registration statement on Form S-8 or its successor formrepresentations and warranties regarding (1) with the SEC for a public offering such Holder’s ownership of its securitiesRegistrable Securities to be sold or transferred, (B2) the Company is engaged in such Holder’s power and authority to effect such Transfer and (3) such matters pertaining to compliance with securities laws as may be reasonably requested) or to undertake any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental indemnification obligations to the Company for such Purchaser Registration Statement to be filed or the underwriters with respect thereto, except as otherwise provided in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsSection 2.05. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a1) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyInvestors, (ix) delay the filing or effectiveness of the Purchaser Registration Statement (for up to a period total of not more than 120 days thirty (30) days) or (iiy) suspend (for up to a total of sixty (60) days within any twelve-month period) the Purchaser Registration Statement after effectiveness and require that the Purchaser Investors immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of and during such period as the Company determines in good faith that it the existence of any fact or the happening of any event (including without limitation pending negotiations relating to, or the consummation of, a transaction or the occurrence of any other event) would be detrimental to require additional disclosure of material information by the Company for such Purchaser in the Registration Statement the confidentiality of which the Company has a business purpose to be filed preserve or which fact or event would render the Company unable to comply with SEC requirements (in either case, a "Suspension Event"). In the near future case of any Suspension Event occurring prior to and that it is, therefore, essential to defer delaying the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company shall file the Registration Statement, and the Company shall be required to obtain keep the Registration Statement effective until the earlier of (x) such financial statementstime as all of the shares offered thereby have been disposed of in accordance with the intended methods of distribution set forth in the Registration Statement or (y) the period required by Section 6.a above plus an extended period equal to the number of days during which any such suspension was in effect. (b2) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Investors to cease sales of shares pursuant to paragraph (a1) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to all the Purchaser Investorss authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Investors given pursuant to this paragraph (b)2, and the Purchaser Investors shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders receiving any Earn-out Shares, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Company Stockholders' right to use the Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser such Stockholder Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Buyer's Board of Directors of the Company determines in good faith after consultation with legal counsel that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed would require disclosure of such activity, transaction, preparations or negotiations; provided that any such suspension may occur for no more than 45 days at a time nor for more than 90 days in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsaggregate. (b) If the Company delays or Buyer suspends use of the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders receiving any Earn-out Shares to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify so (and in any event within 45 days after the Purchaser commencement of such termination and suspension), take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders receiving any Earn-out Shares authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of Section 2, the Company may, may by written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, Stockholders (ix) delay the filing or effectiveness of the Purchaser a Demand Registration Statement for requested by a period of not more than 120 days Stockholder (a "Delayed Demand Registration Statement") or (iiy) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser under any effective Registration Statement ("Suspended Registration Statement"), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in (i) a registered public offering of the Company, or (ii) any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement would require disclosure of the Company Activity; provided, that, (i) in the aggregate, all such delays of filing Delayed Demand Registration Statements and/or cessations of sales under Suspended Registration Statements shall not exceed 150 days in any 12-month period and (ii) the Company shall cause any suspended Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementremain effective for one additional day for each day, or (C) any financial statements portion of a day, that the Stockholders were required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementscease sales of shares thereunder. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (aSection 9(a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to Stockholders that such circumstance has terminated and that they may resume sales pursuant to the Purchaser Suspended Registration Statement. If as a result thereof the prospectus included in the Purchaser such Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.to

Limitations on Registration Rights. (a) The Company Notwithstanding anything in this Section 7 to the contrary, Cubist may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyRegistering Shareholders, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Shareholder Registration Statement after effectiveness (the period of any such suspension being hereinafter referred to as a "Suspension Period") and require that the Purchaser Registering Shareholders immediately cease sales of shares pursuant to the Purchaser Shareholder Registration Statement, in the event that (Ai) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Cubist is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Cubist desires to keep confidential for business reasons, if the Board of Directors of the Company Cubist determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on Cubist under the Securities Act in connection with the Shareholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations, provided, however, that any such Suspension Period under this clause (i) shall not exceed ninety (90) days and shall not be instituted more than twice in any consecutive twelve month period, or (Cii) the Shareholder Registration Statement can no longer be used under the existing rules and regulations promulgated under the Securities Act. During the Suspension Period, none of the Registering Shareholders shall offer or sell any financial statements required Acquisition Shares pursuant to be included or in reliance upon such registration statement (or the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsprospectus relating thereto). (b) Cubist shall not be required to disclose to the Registering Shareholders the reasons for requiring a suspension of sales under the Shareholder Registration Statement, and the Registering Shareholders shall not disclose to any third party the existence of any such suspension, except as required by law. (c) If the Company delays or Cubist suspends the Purchaser Shareholder Registration Statement or requires the Purchaser Shareholders to cease sales of shares pursuant to paragraph (a) abovethis Section 7.2, the Company Cubist shall, as promptly as practicable following the termination of the circumstance which entitled the Company Cubist to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Shareholder Registration Statement and/or (if applicable) and give written notice to the Purchaser all Registering Shareholders authorizing it them to resume sales pursuant to the Purchaser Shareholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Shareholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Cubist shall enclose such revised prospectus with the a notice to the Purchaser Registering Shareholders given pursuant to this paragraph (bSection 7.2(c), and the Purchaser Registering Shareholders shall make no offers or sales of shares pursuant to the Purchaser Shareholder Registration Statement other than by means of such revised prospectusStatement.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement or (ii) suspend, but not for a period of not more than 120 days or (ii) suspend in each instance, the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (ai) The Company ASC may, by written notice to the Purchaser signed by Stockholder, for a period of up to 45 days from the President or Chief Executive Officer date of written notice, except in the Companycase of Subsection 4.3(b)(i)(B)(z) below, for which there shall be no time limit, (iA) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (iiB) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Stockholder immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (Ax) the Company ASC files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (By) the Company ASC is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company ASC desires to keep confidential for business reasons, if the Board of Directors of the Company determines ASC determined in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on ASC under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations or (Cz) any financial statements required to be included in the Purchaser Registration Statement, due to ASC is ineligible for use of a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsForm S-3. (bii) If the Company ASC delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Stockholder to cease sales of shares pursuant to paragraph (a) above, the Company ASC shall, as promptly as practicable following the termination of the circumstance circumstances which entitled the Company ASC to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser Stockholder authorizing it him to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company ASC shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.with

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by Company Stockholders and the President or Chief Executive Officer of the CompanyInitial Bridge Note Holders, (i) delay the filing or effectiveness of the Purchaser Resale Registration Statement for or any other registration statement under the Securities Act relating to the Merger Shares or the Note Repayment Shares (each, including the Resale Registration Statement, a period of not more than 120 days or "Registration Statement") (ii) suspend the Purchaser any Registration Statement after effectiveness and require that the Purchaser Company Stockholders and Initial Bridge Note Holders immediately cease sales of shares pursuant to the Purchaser such Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with any Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations or (C) with respect to the Resale Registration Statement, the Buyer becomes ineligible for use of a Form S-3 (as presently in effect) for any financial statements reason other than the late filing of any report required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into filed by the CompanyBuyer with the SEC in accordance with the Exchange Act. The Buyer hereby agrees that, are not available despite commercially reasonable efforts until such time as the Resale Registration Statement has been declared effective by the Company SEC, the Buyer will timely file all reports required to obtain such financial statementsbe filed by it with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. (b) If the Company Buyer delays or suspends the Purchaser a Registration Statement or requires the Purchaser Company Stockholders and the Initial Bridge Note Holders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser such Registration Statement and/or give written notice to all Company Stockholders and the Purchaser Initial Bridge Note Holders authorizing it them to resume sales pursuant to the Purchaser such Registration Statement. If as a result thereof the prospectus included in the Purchaser such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to Company Stockholders and the Purchaser Initial Bridge Note Holders given pursuant to this paragraph (b), and the Purchaser Company Stockholders and the Initial Bridge Note Holders shall make no offers or sales of shares pursuant to the Purchaser such Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser Stockholders signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser a Registration Statement for a period of not more than 120 one hundred and twenty (120) days or (ii) suspend the Purchaser a Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser such Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC Commission for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of or suspend such registration statementRegistration Statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser a Registration Statement or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph subsection (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser such Registration Statement and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser such Registration Statement. If as a result thereof the prospectus included in the Purchaser such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph subsection (b), and the Purchaser Stockholders shall make no offers or sales of shares pursuant to the Purchaser such Registration Statement other than by means of such revised prospectus. (c) If the Company (i) suspends the Deferred Early Registration Statement between the Deferred Issuance Date and the date 15 days after the Deferred Issuance Date or (ii) suspends the Contingent Early Registration Statement between the date of issuance of the Contingent Shares and the date 15 days after the date of issuance of the Contingent Shares, the Company shall file with the Commission, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, a registration statement on Form S-3 (or its successor) covering the resale to the public by the Stockholders of the Registrable Initial Additional Shares (the "Additional Registration Statement"). The Company shall use its best efforts to cause the Additional Registration Statement to be declared effective as soon as practicable and shall cause the Additional Registration Statement to remain effective until the first anniversary of the Closing Date or such earlier time as all of the Registrable Initial Additional Shares have been sold pursuant to the Additional Registration Statement.

Limitations on Registration Rights. (a) The Subject to the provisions of Section 7.2(c), the Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyPurchaser, (i) delay the filing or effectiveness of the any Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the any Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares of Common Stock pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements.in (b) If the Company delays or suspends the any Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus. (c) The Company may not delay the filing or effectiveness of any Purchaser Registration Statement or suspend the effectiveness of any Purchaser Registration Statement (i) for more than 90 days after the effectiveness of the Company's registration statement for the reasons specified in clause (A) of Section 7.2(a), (ii) for more than 45 days for the reasons specified in clause (B) of Section 7.2(a) or (iii) for more than 120 days in any 12 month period.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations; provided that (C1) no single period of delay or suspension under this Section 7.2 shall be greater than 90 days and (2) the one year period set forth in Section 7.1 shall be extended for the same period of time as any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition delays or other transaction entered into suspensions by the Company, are not available despite commercially reasonable efforts by Buyer of the Company Stockholder Registration Statement pursuant to obtain such financial statementsthis Section 7.2. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of Section 2 hereof, the Company may, by written notice shall not be required to the Purchaser signed by the President effect or Chief Executive Officer of the Company, maintain any registration if (i) delay the filing or effectiveness Company has previously filed with the Commission a Registration Statement which included any of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares Stockholders' Registrable Shares pursuant to the Purchaser Registration StatementSection 2 of this Agreement; provided, in the event however, that (A) if pursuant to Section 2(b) the Company files a registration statement (other than a registration statement on Form S-8 number of Registrable Shares requested to be registered by the Selling Stockholders was reduced, then such Selling Stockholders shall be given another opportunity to register their excluded Registrable Shares in accordance with Section 2 or its successor form) with the SEC for a public offering of its securities, (B) if the Company is engaged in any activity or transaction or preparations or negotiations shall not, for any activity or transaction that reason other than the Company desires failure of any Stockholder to keep confidential for business reasonscomply with this Agreement, if cause the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in remain effective, and prepare and file with the near future Commission any amendments and that it is, therefore, essential supplements to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires and to the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions Prospectus used in connection therewith as may be necessary to file or reinstate keep the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included Prospectus current and in the Purchaser Registration Statement has been amended to comply compliance in all material respects with the requirements provisions of the Securities Act, until the sooner to occur of the sale of all of the Registrable Shares covered by such Registration Statement or the 90th day following the effective date of such Registration Statement (as such 90th day may be extended for the period of any suspension of the offering or distribution of Registrable Shares covered thereby pursuant to subsection (d) of Section 2), then the Selling Stockholders shall be given another opportunity to register their Registrable Shares in accordance with Section 2; or (ii) there shall have been a material breach of a representation, warranty, covenant or agreement contained in the Transaction Agreement, or an unsatisfied claim under any indemnity arrangement relating thereto by a party other than the Company shall enclose such revised prospectus with or the Purchaser, which breach or claim continues after the expiration of any applicable notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectuscure periods.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of Section 2 hereof, the Company may, by written notice shall not be required to the Purchaser signed by the President effect or Chief Executive Officer of the Company, maintain any registration if (i) delay the filing or effectiveness Company has previously filed with the Commission a Registration Statement which included any of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares Stockholders Registrable Shares pursuant to the Purchaser Registration StatementSection 2 of this Agreement; provided, in the event however, that (A) if pursuant to Section 2(b) the Company files a registration statement (other than a registration statement on Form S-8 number of Registrable Shares requested to be registered by the Selling Stockholders was reduced, then such Selling Stockholders shall be given another opportunity to register their excluded Registrable Shares in accordance with this Section 2 or its successor form) with the SEC for a public offering of its securities, (B) if the Company is engaged in any activity or transaction or preparations or negotiations shall not, for any activity or transaction that reason other than the Company desires failure of any Stockholder to keep confidential for business reasonscomply with this Agreement, if cause the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in remain effective, and prepare and file with the near future Commission any amendments and that it is, therefore, essential supplements to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires and to the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions Prospectus used in connection therewith as may be necessary to file or reinstate keep the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included Prospectus current and in the Purchaser Registration Statement has been amended to comply compliance in all material respects with the requirements provisions of the Securities Act, until the sooner to occur of the sale of all the Registrable Shares covered by such Registration Statement or the 90th day following the effective date of such Registration Statement (as such 90th day may be extended for the period of any suspension of the offering or distribution of Registrable Shares covered thereby pursuant to subsection (d) of Section 2), then the Selling Stockholders shall be given another opportunity to register their Registrable Shares in accordance with this Section 2; or (ii) there shall have been a material breach of a representation, warranty, covenant or agreement contained in the Transaction Agreement or an unsatisfied claim under any indemnity arrangement relating relating thereto by a party other than the Company shall enclose such revised prospectus with or the Purchaser, which breach continues after the expiration of any applicable notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectuscure periods.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanySellers, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Sellers immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer determines that information required to be included in the financial statements comprising a portion of the Stockholder Registration Statement is not yet available, (B) the Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (BC) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of Buyer determines that the Company determines public disclosure requirements imposed on the Buyer under the Securities Act in good faith that it would be detrimental to connection with the Company for such Purchaser Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Sellers to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do soso but in no event more than 20 days thereafter, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser Sellers authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Sellers given pursuant to this paragraph (b), and the Purchaser Sellers shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholders, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) negotiations, provided, however, that Buyer shall not have the right to suspend the Stockholder Registration Statement more than once in any financial statements required twelve-month period, unless otherwise agreed to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsStockholder Representative. (b) If the Company delays or Buyer suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (b), and the Purchaser Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus. For the avoidance of doubt, the suspension of the Stockholder Registration Statement shall not affect the ability of the Stockholders to sell or offer to sell Buyer Shares pursuant to Rule 144 or otherwise than pursuant to the Stockholder Registration Statement, in accordance with any applicable securities laws.

Limitations on Registration Rights. (a1) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyInvestors, (ix) delay the filing or effectiveness of the Purchaser Registration Statement (for up to a period total of not more than 120 days sixty (60) days) or (iiy) suspend (for up to a total of seventy-five (75) days within any twelve-month period) the Purchaser Registration Statement after effectiveness and require that the Purchaser Investors immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of and during such period as the Company determines in good faith that it the existence of any fact or the happening of any event (including without limitation pending negotiations relating to, or the consummation of, a transaction or the occurrence of any other event) would be detrimental to require additional disclosure of material information by the Company for such Purchaser in the Registration Statement the confidentiality of which the Company has a business purpose to be filed preserve or which fact or event would render the Company unable to comply with SEC requirements (in either case, a "Suspension Event"). In the near future case of any Suspension Event occurring prior to and that it is, therefore, essential to defer delaying the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company shall file the Registration Statement, the Company shall be required to obtain keep the Registration Statement effective until the earlier of (x) such financial statementstime as all of the shares offered thereby have been disposed of in accordance with the intended methods of distribution set forth in the Registration Statement or (y) the period required by Section 6.a above plus an extended period equal to the number of days during which any such suspension was in effect. (b2) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Investors to cease sales of shares pursuant to paragraph (a1) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to all the Purchaser Investors authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Investors given pursuant to this paragraph (b)2, and the Purchaser Investors shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholders, (i) delay the filing or effectiveness of the Purchaser Additional Registration Statement for up to 30 days, or for such longer period, as a period result of not more than 120 days restraints or restrictions under applicable law so requiring as set forth in a written opinion letter of outside securities counsel to the Buyer delivered to the Stockholder's Representative within such 30-day period, or (ii) suspend the Purchaser Additional Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser Additional Registration StatementStatement (A) for a period of not more than 30 consecutive days or 75 days in the aggregate during any twelve (12) consecutive calendar months, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a then pending public offering of its securities, securities or (B) following the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors effectiveness of the Company Additional Registration Statement, for no longer than five (5) consecutive Trading Days if an event has occurred or Buyer has entered into a transaction which Buyer determines in good faith must be disclosed in order for Buyer to comply with the public disclosure requirements imposed on Buyer under the Securities Act in connection with the Stockholder Registration Statement, provided that it would be detrimental to in respect of all such events or occurrences Buyer shall not suspend the Company for such Purchaser effectiveness of the Additional Registration Statement to be filed for more than 20 Trading Days in the near future and that it is, therefore, essential to defer the filing of such registration statementaggregate in any twelve consecutive calendar months, or (Ciii) any financial statements required suspend the Initial Registration Statement after effectiveness and require that the Stockholders immediately cease sales of shares pursuant to the Initial Registration Statement for no longer than five (5) consecutive Trading Days, if an event has occurred or Buyer has entered into a transaction which Buyer determines in good faith must be included disclosed in order for Buyer to comply with the Purchaser public disclosure requirements imposed on Buyer under the Securities Act in connection with the Stockholder Registration Statement, due to provided that in respect of all such events or occurrences Buyer shall not suspend the Initial Registration Statement for more than 20 Trading Days in the aggregate in any twelve consecutive calendar months. Notwithstanding and without limiting the foregoing, there shall in any event be a mergerperiod of at least thirty (30) consecutive Trading Days during the period beginning 90 days after the Effective Date and ending no later than April 15, acquisition or other transaction entered into by 2006, during which period the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsStockholder Registration Statement shall be effective. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable (and in any event within four (4) Business Days) following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (b), and the Purchaser Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser any Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser any Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser any Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, ; (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations or (C) any financial statements required the Buyer fails to be included satisfy the requirements for use of Form S-3, as set forth in the Purchaser Registration Statement, due General Instructions to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsForm S-3. (b) If the Company Buyer delays or suspends the Purchaser any Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser such Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser such Registration Statement. If as a result thereof the prospectus included in the Purchaser such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser such Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company mayIf the Holder or the Broker, by written notice on the Holder's behalf, wishes to sell Registrable Shares, the Holder or the Broker, as the case may be, shall deliver to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors designated representative of the Company determines in good faith a written notice (a "Shelf Resale Notice") of its present intention to sell, transfer or otherwise dispose of some or all of the Registrable Shares, and the number of Registrable Shares that it would be detrimental proposes to the Company for such Purchaser Registration Statement to be filed in the near future and that it issell, therefore, essential to defer the filing transfer or otherwise dispose of. Upon receipt of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) aboveeach Shelf Resale Notice, the Company shall, as promptly soon as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser but in no event more than two business days after receipt of such termination and take such actions as may be necessary Shelf Resale Notice, either (i) provide a Materiality Notice pursuant to file Section 1.2 of this Agreement or reinstate the effectiveness of the Purchaser Registration Statement and/or (ii) give written notice (a "Company Shelf Response") to the Purchaser authorizing Holder who gave such Shelf Resale Notice that the prospectus relating to the Registration Statement is current and that the Registrable Shares covered by the Shelf Resale Notice may be resold within ten business days after receipt of such Company Shelf Response. If the Company does not respond within such two business days, it shall be deemed to resume sales have given a Company Shelf Response. All notices pursuant to this Section 1.1(c) shall be provided by facsimile or electronic mail delivery and confirmed by direct telephonic communication with the designated representative. If the Holder or the Broker, as the case may be, receives or is deemed to have received a Company Shelf Response pursuant to the Purchaser Registration Statement. If foregoing, the Holder or the Broker, as a result thereof the prospectus included case may be, shall then have ten business days after receipt of such Company Shelf Response in the Purchaser Registration Statement has been amended which to comply with the requirements sell, transfer or otherwise dispose of the Securities Act, the Company shall enclose such revised prospectus with the notice shares subject to the Purchaser given Shelf Resale Notice. In the event that the Holder or the Broker, as the case may be, receives a Materiality Notice pursuant to this paragraph (bSection 1.1(c), the rights and obligations of the Purchaser parties hereto with respect to such Materiality Notice shall make no offers or sales be governed by the provisions of shares pursuant to the Purchaser Registration Statement other than by means Section 1.2 of such revised prospectusthis Agreement.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of this Section 8, the Company may, by may be written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and CELL GENESYS require that the Purchaser CELL GENESYS immediately cease sales of shares pursuant to under the Purchaser Registration Statement (“Suspended Registration Statement”), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction (“Company Activity”) that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement would require disclosure of the Company Activity; provided, that (i) that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days and (ii) the Company shall cause any Suspended Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementremain effective for one additional day for each day, or (C) any financial statements portion of a day, that CELL GENESYS was required to be included in cease sales of shares thereunder, and provided further, that the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite Company shall use its commercially reasonable efforts by to minimize the Company to obtain duration of any such financial statements.suspension; and (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser CELL GENESYS to cease sales of shares pursuant to paragraph (aSection 8.6(a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give prompt written notice to the Purchaser authorizing CELL GENESYS that such circumstance has terminated and that it to may resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser CELL GENESYS given pursuant to this paragraph (b), section 8.6(b) and the Purchaser CELL GENESYS shall make no offers or sales of shares pursuant to the Purchaser such Suspended Registration Statement other than by means of such revised prospectus. The foregoing provisions of this Section 8.6 shall in no manner diminish or otherwise impair the Company’s obligations under Section 8.2 and Section 8.3 hereof.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of this Section 8, the Company may, by may be written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and CELL GENESYS require that the Purchaser CELL GENESYS immediately cease sales of shares pursuant to under the Purchaser Registration Statement ("Suspended Registration Statement"), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement would require disclosure of the Company Activity; provided, that (i) that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days and (ii) the Company shall cause any Suspended Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementremain effective for one additional day for each day, or (C) any financial statements portion of a day, that CELL GENESYS was required to be included in cease sales of shares thereunder, and provided further, that the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite Company shall use its commercially reasonable efforts by to minimize the Company to obtain duration of any such financial statements. (b) suspension; and If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser CELL GENESYS to cease sales of shares pursuant to paragraph (aSection 8.6(a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give prompt written notice to the Purchaser authorizing CELL GENESYS that such circumstance has terminated and that it to may resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser CELL GENESYS given pursuant to this paragraph (b), section 8.6(b) and the Purchaser CELL GENESYS shall make no offers or sales of shares pursuant to the Purchaser such Suspended Registration Statement other than by means of such revised prospectus. The foregoing provisions of this Section 8.6 shall in no manner diminish or otherwise impair the Company's obligations under Section 8.2 and Section 8.3 hereof.

Limitations on Registration Rights. (a1) The Company may, by written notice to the Purchaser signed by Investor, suspend (for up to a total of thirty (30) days within any twelve-month period) the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Investor immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of and during such period as the Company determines in good faith that it the existence of any fact or the happening of any event (including without limitation pending negotiations relating to, or the consummation of, a transaction or the occurrence of any other event) would be detrimental to require additional disclosure of material information by the Company for such Purchaser in the Registration Statement the confidentiality of which the Company has a business purpose to be filed preserve or which fact or event would render the Company unable to comply with SEC requirements (in either case, a "Suspension Event"). In the near future case of any Suspension Event occurring prior to and that it is, therefore, essential to defer delaying the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company shall be required to obtain keep the Registration Statement effective until the earlier of (x) such financial statementstime as all of the shares offered thereby have been disposed of in accordance with the intended methods of distribution set forth in the Registration Statement or (y) the period required by Section 6.a above plus an extended period equal to the number of days during which any such suspension was in effect. (b2) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Investor to cease sales of shares pursuant to paragraph (a1) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Investors authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Investor given pursuant to this paragraph (b2), and the Purchaser Investor shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may delay filing the Registration Statement with the SEC in the event that the Company is engaged in or plans to engage in a public offering of its securities, acquisition or any other activity that the Company in good faith determines might be adversely affected by the filing of the Registration Statement; provided such right to delay a filing may not be -------- exercised more than once in any 12 month period and any such delay shall be for not more than 180 days. In addition, the Company may, by written notice to the Purchaser signed by Purchaser, suspend the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares Shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for such Purchaser under the Securities Act in connection with the Registration Statement would require disclosure of the Company Activity. To the Company's knowledge, none of the events referred to be filed in the near future and that it is, therefore, essential to defer first clause of this Section 6.2(a) is occurring as of the filing date of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsthis Agreement. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares Shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares Shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanySeller, (i) delay the filing or effectiveness of the Purchaser any Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser any Registration Statement after effectiveness and require that the Purchaser Seller immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it the public disclosure requirements imposed on the Buyer under the Securities Act in connection with such Registration Statement would be detrimental require disclosure of such activity, transaction, preparations or negotiations. Notwithstanding anything to the Company contrary herein, the Buyer shall not exercise its rights under this Section 7.2(a) to suspend sales of Milestone Shares for such Purchaser Registration Statement to be filed a period in the near future and that it is, therefore, essential to defer the filing excess of such registration statement, 90 days consecutively or (C) 180 days in any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements365-day period. (b) If the Company Buyer delays or suspends the Purchaser any Registration Statement or requires the Purchaser Seller to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify so (or at the Purchaser end of such termination and 90-day period, whichever first occurs), take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser such Registration Statement and/or give written notice to the Purchaser Seller authorizing it to resume sales pursuant to the Purchaser such Registration Statement. If as a result thereof the prospectus included in the Purchaser such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Seller given pursuant to this paragraph (b), and the Purchaser Seller shall make no offers or sales of shares pursuant to the Purchaser such Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. Notwithstanding any contrary provision of this Agreement: (a) The the Company mayshall not be required to effect more than two (2) registrations pursuant to Section 2.1 hereof, and three (3) registrations in any twelve (12) month period pursuant to Section 2.2 hereof; provided, however, that if (i) a registration requested pursuant to Section 2 hereof is not deemed to be have been effected as a Demand Registration, (ii) the registration requested pursuant to Section 2 hereof does not remain effective until the first to occur of (A) one hundred twenty (120) days after the effective date thereof or (B) until the consummation of the distribution by the Holders of the Registrable Common Stock included in such registration statement or (iii) the Holders requesting registration of Registrable Common Stock under Section 2 hereof do not register and sell at least 80% of the Registrable Common Stock they have requested be registered in such registration due to the Company’s failure to keep the registration statement effective and to ensure that the prospectus included therein continues to satisfy the requirements of Section 10 of the Securities Act as required by this Agreement, then such registration statement shall not count as a Demand Registration permitted pursuant to Section 2 hereof by the Demanding Holder(s) in question and the Company shall continue to be obligated to effect a registration pursuant to Section 2 hereof as though the initial request for such Demand Registration had never been made; and (b) the Company will not be required to file any registration under Section 2 hereof: (i) within one hundred eighty (180) days after the effective date of any registration statement filed pursuant to the Securities Act for an underwritten initial public offering of shares of Common Stock initiated by the Company and ninety (90) days after any subsequent registrations or, in each case such later dates as may be required by Section 9 hereof; (ii) if the Company has not yet filed a registration statement pursuant to the Securities Act for an underwritten initial public offering of shares of Common Stock (other than any such registration statement that may have been filed and withdrawn prior to being declared effective) and if the Company, within thirty (30) days after receipt of a demand registration under Section 2, delivers written notice to the Purchaser signed by requesting Holders within thirty (30) days after such request of its intent to file a registration statement for such an initial public offering within ninety (90) days after the President or Chief Executive Officer date of such notice, in which event the Company will not be required to file the requested registration until one hundred eighty (180) days after the effective date of the Company’s registration statement for its initial public offering; and (iii) if, (i) delay in the good faith judgment of the Board, such filing pursuant to Section 2 would be require the disclosure of material non-public information concerning the Company, which disclosure would be reasonably expected to materially adversely affect the Company and furnishes to the Selling Holders a certificate signed by an executive officer of the Company to such effect. The Company shall then have the right to defer such filing for the period during which such filing would be reasonably expected to materially adversely affect the Company; provided, that the Company may not defer the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 ninety (90) days or (ii) suspend after receipt of the Purchaser Registration Statement after effectiveness and require that request of the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration StatementHolders; provided, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securitiesfurther, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines shall not defer its obligation in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed this manner more than twice in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementstwelve-month period. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus. Notwithstanding anything to the contrary in this Section 7.2, (i) in no event shall any delay or suspension exceed 75 days, and (ii) in no event shall the Buyer exercise this right to delay or suspend the Stockholder Registration Statement more than two times in any 12 month period.

Limitations on Registration Rights. Notwithstanding any contrary provision of this Agreement: (a) The the Company mayshall not be required to effect more than one (1) registration pursuant to Section 2 (provided, however, that a demand for registration shall not count as a registration permitted pursuant to Section 2 under this clause (a) if either (y) the registration statement filed with respect to such registration is not declared effective by written notice the Commission, or (z) the Investors requesting registration of Registrable Common under Sections 2.1 and 2.2 do not register and sell at least 90% of the Registrable Common they have requested be registered in such registration for reasons other than their voluntary decision not to do so, and provided further that the Company shall not be required to effect a second registration pursuant to Section 2 within the same twelve-month period of a registration that failed to qualify as the Investor's demand right under Section 2, nor shall the Company be required to undertake to effect a registration under Section 2 more than three times); and (b) the Company shall not be required to effect any registration pursuant to Section 2 hereof, if (i) the Company shall furnish to the Purchaser Initiating Investors a certificate signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require Company stating that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering good faith judgment of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that Company, it would be seriously detrimental to the Company and its shareholders for such Purchaser Registration Statement registration statement to be filed in the near future and that it is, therefore, is essential to defer the filing of such registration statement, or in which case the Company shall then have the right to defer such filing for a period of not more than 180 days after receipt of the request from the Initiating Investors and provided further that the Company may not utilize this right more than once; (Cii) any financial statements required during the period starting with the date 60 days prior to be included in the Purchaser Registration StatementCompany's good faith estimate of the date of filing of, due to and ending on a mergerdate 180 days after the effective date of, acquisition or other transaction entered into a registration statement initiated by the Company, are not available despite commercially provided that the Company is actively employing in good faith all reasonable efforts by to cause such registration to become effective; or (iii) the Company initiating Investors propose to obtain such financial statements.dispose shares of Registrable Common that may be immediately registered on a Short Form pursuant to a request made under Section 3.1; and (bc) If the Company delays Section 4 shall not apply to (i) a registration relating to a corporate reorganization or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements other transaction under Rule 145 of the Securities Act, the Company shall enclose such revised prospectus with the notice or (ii) a registration effected solely to the Purchaser given implement an employee benefit plan, or (iii) to any other form or type of registration which does not permit inclusion of Registrable Common pursuant to this paragraph (b), and the Purchaser shall make no offers Commission rule or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectuspractice.

Limitations on Registration Rights. (a) The In the event that, in the good faith judgment of the Board of Directors, it is advisable to suspend use of a prospectus included in a registration statement covering the sale of the Shares due to pending material developments or other events that have not yet been publicly disclosed and as to which the Company may, by written notice believes public disclosure would be materially detrimental to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of Company shall notify the Purchaser Registration Statement to such effect, and, upon receipt of such notice, the Purchaser shall immediately discontinue any sales of Shares pursuant to such registration statement until the Purchaser has received copies of a supplemented or amended prospectus or until the Purchaser is advised in writing by the Company that the then current prospectus may be used and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such prospectus. Notwithstanding anything to the contrary herein, the Company shall not exercise its rights under this Section 5.2(a) to suspend sales of Shares for a period in excess of not more than 120 30 days consecutively or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged 60 days in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements12-month period. (b) If the Company delays or suspends the Purchaser Registration Statement registration statement covering the Shares or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement such registration statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statementsuch registration statement. If as a result thereof the prospectus included in the Purchaser Registration Statement such registration statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement such registration statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyAEI Stockholders, (i) delay for a period of up to 60 days the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend for a period of up to 60 days the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser AEI Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser AEI Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all AEI Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser AEI Stockholders given pursuant to this paragraph (b), and the Purchaser AEI Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything to the Purchaser signed by contrary contained in this Agreement, the President or Chief Executive Officer of the Company, (i) Parent may delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 under Section 1.1(a) or its successor form) with the SEC for a public offering of its securitiesSection 1.1(h), (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasonsas applicable, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement time as may be reasonably required by the Parent: (i) to be filed in the near future obtain such audited and that it is, therefore, essential to defer the filing of such registration statement, or (C) any unaudited financial statements as may be required by law to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by registration statement; provided that the Company, are not available despite commercially reasonable Parent shall use its best efforts by the Company to obtain such financial statementsstatements as promptly as practicable; or (ii) if the Parent’s board of directors believes that the offering of Registrable Securities pursuant thereto would materially interfere with or be materially detrimental to a planned offering by the Parent of any of the Parent’s Securities. Without derogation to the foregoing, the Parent may also delay the filing or effectiveness of a registration statement under Section 1.1(h) for such time as may reasonably be required by the Parent at any time when the Parent would be required to disclose in such registration statement material information that it would not otherwise be required to disclose in its filings with the SEC pursuant to the Exchange Act and that it has not disclosed in such filings with the SEC; provided that the Parent will disclose such material information as promptly as it may be practically do so unless disclosure thereof would either interfere with or be detrimental to any transaction in which the Parent is then seeking or proposing to enter or conclude or violate any agreement between the Parent and any other Person. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares during any period when a registration statement covering Registrable Securities filed pursuant to paragraph (aSection 1.1(a) aboveor Section 1.1(h) is effective, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary Parent proposes to file a registration statement on Forms S-1 or reinstate S-4 (or any of their respective successor forms), then the Parent shall have the right to terminate the effectiveness of the Purchaser registration statement covering such Registrable Securities; provided that the Parent shall, within forty-five (45) days thereof, prepare and file, a registration statement (the “Parent Registration Statement and/or give written notice Statement”) covering the Registrable Securities sought to be registered by the Purchaser authorizing it to resume sales pursuant to Parent and the Purchaser Registrable Securities for which such effective registration statement is filed. In any such event, the participating holders shall include such Registrable Securities in or with the Parent Registration Statement. If as the Parent does not file a result thereof the prospectus included in the Purchaser Parent Registration Statement has been amended within such forty-five (45) day period, then the holders of Warrant Holders Registrable Securities and Trivest Registrable Securities shall have one additional right to comply with the requirements of the Securities Actrequire registration under Section 1.1(a) or Section 1.1(h), the Company shall enclose such revised prospectus with the notice whichever was applicable to the Purchaser given registration statement terminated pursuant to this paragraph Section 1.10(b). (b)c) Notwithstanding anything to the contrary contained in this Agreement, the Parent may delay the filing or effectiveness of, or may withdraw, any Incidental Registration at any time for any reason whatsoever, but, notwithstanding anything to the contrary contained herein, the Parent shall be and remain obligated to pay all Registration Expenses and Selling Expenses, if any, incurred in connection therewith. (d) Notwithstanding the Purchaser foregoing, the Parent shall make no offers not be entitled to delay the filing or sales effectiveness of shares any registration statements(s) initially requested pursuant to Section 1.1(a) or Section 1.1(h) for more than an aggregate of ninety (90) days during any period of twelve (12) consecutive months or on more than two (2) occasions in the Purchaser Registration Statement other than by means of such revised prospectusaggregate.

Limitations on Registration Rights. (a) The Company Buyer may, no more than one time in any 12-month period by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholder, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Stockholder immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that that: (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that ("Buyer Activity") which the Company Buyer desires to keep confidential for business reasons, if and the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company Buyer for such Purchaser Registration Statement registration to be filed in effected at such time; or (B) the near future Buyer files a registration statement (other than a registration statement on Form S-4 or S-8 or any successor form) with the SEC for the purpose of registering under the Securities Act any securities to be publicly offered and that it issold by the Buyer and the Buyer pursues the preparation, therefore, essential to defer the filing and effectiveness of such registration statementstatement with diligence; provided, however, that the maximum period of delay or suspension shall be 90 days in any 12-month period under clause (CA) and 120 days in any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements12-month period under clause (B). (b) If the Company Buyer delays or suspends the Purchaser Registration Statement or requires the Purchaser Stockholder to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser Stockholder authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Stockholder given pursuant to this paragraph (b), and the Purchaser Stockholder shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer each of the CompanyQualifying Holders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Qualifying Holders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in each case for a period not to exceed 120 days and not more than one time in any 12 month period, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Qualifying Holders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser so and in any event within 120 days after it shall have given notice of such termination and delay or suspension, take such actions as may be necessary to file the Stockholder Registration Statement, cause it to come effective or reinstate its effectiveness and, if the effectiveness of the Purchaser Stockholder Registration Statement and/or shall be effective, give written notice to the Purchaser all Qualifying Holders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended or supplemented to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised amended or supplemented prospectus with the notice to the Purchaser Qualifying Holders given pursuant to this paragraph (b), and the Purchaser Qualifying Holders shall thereafter make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of a prospectus other than such revised amended or supplemented prospectus.

Limitations on Registration Rights. Notwithstanding any contrary provision of this Agreement: (a) The Company mayshall not be required to effect a registration pursuant to Section 2 unless the number of securities proposed to be included in such registration (including any Registrable Securities to be included pursuant to Section 2.2), have a proposed sale price (which may be based upon the then current market price) equal to at least $15.0 million. (b) The Company shall not be required to effect more than three (3) registrations pursuant to Section 2 (PROVIDED, HOWEVER, that a demand for registration shall not count as a registration permitted pursuant to Section 2 under this clause (a) if either (y) the registration statement filed with respect to such registration is not declared effective by written notice the Commission, or (z) the Holders requesting registration of Registrable Securities under Sections 2.1 and 2.2 do not register and sell at least 75% of the Registrable Securities they have requested be included in such registration for reasons other than their voluntary decision not to do so). (c) The Company shall not be required to effect more than one (1) Demand Registration in any six (6) month period. (d) Section 3 shall not apply to a registration effected solely to implement an employee benefit plan or a registration on Form S-4 (or any successor form) or to any other form or type of registration which does not permit inclusion of the Registrable Securities pursuant to Commission rule or practice. (e) The Company may delay the filing of a registration statement relating to a Demand Registration if (i) the Company has filed, or has taken substantial steps toward filing, a registration statement relating to the Purchaser signed by the President or Chief Executive Officer sale of any of the Company, 's securities (ithe "COMPANY SECURITIES") delay in an underwritten offering and the managing underwriter of such offering is of the opinion that the filing or effectiveness of a registration statement with respect to a Demand Registration would adversely affect the offering by the Company of the Purchaser Registration Statement for a period of not more than 120 days Company Securities, or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith faith, by resolution, that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such a registration statement, if not so deferred, would adversely affect a then-proposed or (C) any financial statements required to be included in the Purchaser Registration Statementpending Company financing, due to a mergeracquisition, acquisition merger or other transaction entered into by the Company, are corporate transaction; PROVIDED that such delay may not available despite commercially reasonable efforts exceed 40 days and such right may not be exercised by the Company to obtain such financial statementsmore than once in any 180 day period. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer shall not be required to effect more than five registrations pursuant to Section 7.1(a) above. In addition, the Buyer shall not be required to effect any registration within six months after the effective date of any other registration statement of the Buyer. The Buyer shall not be required to register any Registrable Shares which may be sold by the holder thereof pursuant to Rule 144(k) under the Securities Act. (b) The Buyer may, by written notice to the Purchaser signed by Stockholders whose Registrable Shares are to be included in a Registration Statement pursuant to Section 7.1(a) (the President or Chief Executive Officer of the Company"Selling Stockholders"), (i) delay the filing or effectiveness of the Purchaser such Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser such Registration Statement after effectiveness and require that the Purchaser Selling Stockholders immediately cease sales of shares pursuant to the Purchaser such Registration Statement, in the event that (A) the Company files Buyer has filed or is preparing to file a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, subject to the rights of the Stockholders to register Registrable Shares pursuant to such registration statement, as described in Section 7.1(b), or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or such transaction that the Company desires to keep confidential for business reasons, if and the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementRegistration Statement (or the public disclosure required as a result thereof) would have a material adverse effect on such activity or transaction, or the preparations or negotiations therefor; provided that, the Buyer may exercise its right to delay or suspend the Registration Statement pursuant to item (CB) above only once within any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements12-month period. (bc) If the Company Buyer delays or suspends the Purchaser a Registration Statement or requires the Purchaser Selling Stockholders to cease sales of shares pursuant to paragraph (ab) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser such Registration Statement and/or give written notice to the Purchaser all Selling Stockholders authorizing it them to resume sales pursuant to the Purchaser such Registration Statement. If as a result thereof the prospectus included in the Purchaser such Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Selling Stockholders given pursuant to this paragraph (bc), and the Purchaser Selling Stockholders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus. 7.3 Registration Procedures (a) In connection with the filing by the Buyer of a Registration Statement, the Buyer shall furnish to each Selling Stockholder a copy of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act. (b) The Buyer shall use its best efforts to register or qualify the Registrable Shares covered by a Registration Statement under the securities laws of such states as the Selling Stockholders shall reasonably request; provided, however, that the Buyer shall not be required in connection with this paragraph (b) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction. (c) If the Buyer has delivered preliminary or final prospectuses to the Selling Stockholders and after having done so the prospectus is amended to comply with the requirements of the Securities Act, the Buyer shall promptly notify the Selling Stockholders and, if requested by the Buyer, the Selling Stockholders shall immediately cease making offers or sales of shares under such Registration Statement and return all prospectuses to the Buyer. The Buyer shall promptly provide the Selling Stockholders with revised prospectuses and, following receipt of the revised prospectuses, the Selling Stockholders shall be free to resume making offers and sales under such Registration Statement. (d) The Buyer shall pay the expenses incurred by it in complying with its obligations under this Article VII, including all registration and filing fees, exchange listing fees, fees and expenses of counsel for the Buyer, and fees and expenses of accountants for the Buyer and the reasonable fees and expenses of one counsel retained by Selling Stockholders, but excluding any selling commissions or underwriting discounts incurred by the Selling Stockholders in connection with sales under a Registration Statement.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of this Section 8, the Company may, by may be written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and CELL GENESYS require that the Purchaser CELL GENESYS immediately cease sales of shares pursuant to under the Purchaser Registration Statement ("Suspended Registration Statement"), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement would require disclosure of the Company Activity; provided, that (i) that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days and (ii) the Company shall cause any Suspended Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementremain effective for one additional day for each day, or (C) any financial statements portion of a day, that CELL GENESYS was required to be included in cease sales of shares thereunder, and provided further, that the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite Company shall use its commercially reasonable efforts by to minimize the Company duration of any such suspension; and [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to obtain such financial statements. (b) the omitted portions. If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser CELL GENESYS to cease sales of shares pursuant to paragraph (aSection 8.6(a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give prompt written notice to the Purchaser authorizing CELL GENESYS that such circumstance has terminated and that it to may resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser CELL GENESYS given pursuant to this paragraph (b), section 8.6(b) and the Purchaser CELL GENESYS shall make no offers or sales of shares pursuant to the Purchaser such Suspended Registration Statement other than by means of such revised prospectus. The foregoing provisions of this Section 8.6 shall in no manner diminish or otherwise impair the Company's obligations under Section 8.2 and Section 8.3 hereof.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of this Section 8, the Company may, by may be written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and CELL GENESYS require that the Purchaser CELL GENESYS immediately cease sales of shares pursuant to under the Purchaser Registration Statement ("Suspended Registration Statement"), in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) any period during which the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction ("Company Activity") that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the public disclosure requirements imposed on the Company for under the Securities Act in connection with any such Purchaser Registration Statement would require disclosure of the Company Activity; provided, that (i) that the Company shall not suspend the use of said prospectus more than two times in any twelve month period and the duration of any one such suspension shall not be more than thirty (30) days and (ii) the Company shall cause any Suspended Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statementremain effective for one additional day for each day, or (C) any financial statements portion of a day, that CELL GENESYS was required to be included in cease sales of shares thereunder, and provided further, that the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite Company shall use its commercially reasonable efforts by to minimize the Company to obtain duration of any such financial statements.suspension; and (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser CELL GENESYS to cease sales of shares pursuant to paragraph (aSection 8.6(a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give prompt written notice to the Purchaser authorizing CELL GENESYS that such circumstance has terminated and that it to may resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Suspended Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser CELL GENESYS given pursuant to this paragraph (b), section 8.6(b) and the Purchaser CELL GENESYS shall make no offers or sales of shares pursuant to the Purchaser such Suspended Registration Statement other than by means of such revised prospectus. The foregoing provisions of this Section 8.6 shall in no manner diminish or otherwise impair the Company's obligations under Section 8.2 and Section 8.3 hereof.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-4 or Form S-8 or its their successor formforms) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. Notwithstanding any contrary provisions of this Agreement: (a) The Company mayshall not be required to effect more than one Demand Registration; provided that no registration shall be counted as a Demand Registration under Section 2.1(a) hereof until such time, by written notice as any, as the registration statement filed in connection therewith shall be declared effective, provided, further, that no registration shall be counted as a Demand Registration under Section 2.1(a) if, in connection therewith, the underwriter shall reduce the number of shares which the Holders of Registrable Securities requested to the Purchaser signed by the President be included in such registration. (b) The Company agrees to keep any registration under Section 2.1 or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement Section 2.2 effective for a period of not more less than 120 (i) in the case of a registration on Form S-1, 90 days and (ii) in the case of a registration on Form S-3, 180 days. The occurrence of any events contemplated in Section 2.1(b)(iv) hereof will result in an extension of the required effective period under this Section 3(b) of one day for each day that a registration statement or prospectus is not accurate and complete, and not appropriately amended or supplemented. (c) The Company may delay the filing of a registration statement relating to a Demand Registration under Section 2.1(a) hereof if (i) the Company has filed, or has taken substantial steps toward filing, a registration statement relating to the sale of any of the Company's securities in an underwritten offering and the managing underwriter of such offering is of the opinion that the filing of a registration statement with respect to a Demand Registration would adversely affect the offering by the Company of its securities, or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith faith, by resolution, that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such a registration statement, if not so deferred, would adversely affect a then-proposed or (C) any financial statements required to be included in the Purchaser Registration Statementpending Company financing, due to a mergeracquisition, acquisition merger or other transaction entered into by the Companycorporate transaction; provided, are however, that such delay may not available despite commercially reasonable efforts exceed 90 days and such right may not be exercised by the Company to obtain more than once in any 12-month period, and, provided, further, that any such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination delay will result in an extension of the circumstance which entitled the Company to do so, notify the Purchaser required effective period under Section 3(b) hereof of such termination and take such actions as may be necessary to file or reinstate the effectiveness one day for each day of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given delay pursuant to this paragraph (bSection 3(c), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company mayIf a Stockholder wishes to sell Registrable Shares, by written notice such Stockholder shall deliver to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors designated representative of the Company determines in a written notice (a "Shelf Resale Notice") of such Stockholder's good faith that it would be detrimental present intention to the Company for such Purchaser Registration Statement to be filed in the near future and that it issell, therefore, essential to defer the filing transfer or otherwise dispose of some or all of such registration statementStockholder's Registrable Shares, and the number of Registrable Shares such Stockholder proposes to sell, transfer or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales otherwise dispose of. Upon receipt of shares pursuant to paragraph (a) aboveeach Shelf Resale Notice, the Company shall, as promptly soon as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser but in no event more than two business days after receipt of such termination and take such actions as may be necessary Shelf Resale Notice, either (i) provide a Materiality Notice pursuant to file Section 1.2 of this Agreement or reinstate the effectiveness of the Purchaser Registration Statement and/or (ii) give written notice (a "Company Shelf Response") to the Purchaser authorizing Stockholder who gave such Shelf Resale Notice that the prospectus relating to the Registration Statement is current and that the Registrable Shares covered by the Shelf Resale Notice may be resold within ten business days after receipt of such Company Shelf Response. If the Company does not respond within such two business days, it shall be deemed to resume sales have given a Company Shelf Response. All notices pursuant to this Section 1.1(c) shall be provided by facsimile or electronic mail delivery and confirmed by direct telephonic communication with the designated representative. Any Stockholder who receives or is deemed to have received a Company Shelf Response pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included foregoing shall then have ten business days after receipt of such Company Shelf Response in the Purchaser Registration Statement has been amended which to comply with the requirements sell, transfer or otherwise dispose of the Securities Act, the Company shall enclose such revised prospectus with the notice shares subject to the Purchaser given Shelf Resale Notice. In the event that a Stockholder receives a Materiality Notice pursuant to this paragraph (bSection 1.1(c), the rights and obligations of the Purchaser parties hereto with respect to such Materiality Notice shall make no offers or sales be governed by the provisions of shares pursuant to the Purchaser Registration Statement other than by means Section 1.2 of such revised prospectusthis Agreement.

Limitations on Registration Rights. (a) The Company Parent may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyAccredited Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days Statement, or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares the Equity Consideration pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Parent files a registration statement (other than a registration statement on Form S-8 or its any successor form) or a prospectus supplement to an effective registration statement pursuant to Rule 424(b) under the Securities Act with the SEC for a public offering of its securitiessecurities for its own behalf, (B) the Company Parent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Parent desires to keep confidential for business reasons, if the Board of Directors of the Company Parent determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on Parent under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations, or (C) Parent determines in good faith that the public disclosure requirements imposed on Parent under the Securities Act in connection with the Stockholder Registration Statement would require Parent to file any information or materials with the SEC prior to the date that such information or materials otherwise would be required to be filed, other than the Form 8-K due in connection with this Agreement, the Merger and the financial statements required to be included filed in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain connection therewith; provided that no such financial statementssuspension shall continue for more than thirty (30) days in any six (6) month period. (b) If the Company Parent delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Accredited Stockholders to cease sales of shares Equity Consideration pursuant to paragraph (aSection 7.2(a) abovehereof, the Company Parent shall, as promptly as practicable following the termination of the circumstance which entitled the Company Parent to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement (with such Stockholder Registration Statement staying effective and remaining effective for the period contemplated by Section 7.1 above) and/or give written notice to the Purchaser all Accredited Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Parent shall enclose such revised prospectus with the notice to the Purchaser Accredited Stockholders given pursuant to this paragraph (bSection 7.2(b), and the Purchaser Accredited Stockholders shall make no offers or sales of shares Equity Consideration pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations; provided, however, that the period of time of delay or suspension of the effectiveness of the Stockholder Registration Statement shall not exceed more than sixty (60) consecutive days and one hundred twenty (120) days in the aggregate; provided further, however, that any days of suspension or delay pursuant to Section 3(a) hereof shall be detrimental added to the Company for such Purchaser time the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements is required to be included in effective pursuant to Section 2(a) hereof, to the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are extent that all Merger Shares have not available despite commercially reasonable efforts by the Company to obtain such financial statementsyet been sold. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a3(a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b3(b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential 2 to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice to the Purchaser signed by Investors, suspend (for up to a total of thirty (30) days within any twelve- (12-) month period) the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Investor immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event and during such period as the Company determines that the existence of any fact or the happening of any event (Aincluding without limitation pending negotiations relating to, or the consummation of, a transaction or the occurrence of any other event) would require additional disclosure of material information by the Company in the Registration Statement the confidentiality of which the Company has a business purpose to preserve or which fact or event would render the Company unable to comply with Commission requirements (in either case, a "Suspension Event"). In the case of any Suspension Event occurring prior to and delaying the filing of the Registration Statement, the Company shall be required to keep the Registration Statement effective until the earlier of (x) such time as all of the shares offered thereby have been disposed of in accordance with the intended methods of distribution set forth in the Registration Statement or (y) the Company files period required by Section 6.1 above plus an extended period equal to the number of days during which any such suspension was in effect. Any suspension occasioned by the filing of a registration statement (other than a registration statement on Form S-8 or its successor form) with at the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors request of the Company determines in good faith that it would be detrimental Investors pursuant to the Company Registration Rights Agreement shall not count for such Purchaser Registration Statement to be filed purposes of the thirty day calculation provided in the near future and that it is, therefore, essential to defer the filing first sentence of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsthis Section 6.2(a). (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser Investor to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Investors authorizing it them to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser Investors given pursuant to this paragraph (b), and the Purchaser Investor shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Parent may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyShareholders, (i) delay the filing or effectiveness of the Purchaser Shareholder Registration Statement for a period of not more than 120 days Statement, or (ii) suspend the Purchaser Shareholder Registration Statement after effectiveness and require that the Purchaser Shareholders immediately cease sales of shares the Equity Consideration pursuant to the Purchaser Shareholder Registration Statement, in the event that (A1) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Parent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Parent desires to keep confidential for business reasons, if the Board of Directors of the Company Parent determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on Parent under the Securities Act in connection with the Shareholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations, or (C2) Parent determines in good faith that the public disclosure requirements imposed on Parent under the Securities Act in connection with the Shareholder Registration Statement would require Parent to file any financial statements information or materials with the SEC prior to the date that such information or materials otherwise would be required to be included in filed, other than the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements.Form 8-K. (b) If the Company Parent delays or suspends the Purchaser Shareholder Registration Statement or requires the Purchaser Shareholders to cease sales of shares Equity Consideration pursuant to paragraph (aSection 9.2(a) abovehereof, the Company Parent shall, as promptly as practicable following the termination of the circumstance which entitled the Company Parent to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Shareholder Registration Statement (with such Registration Statement staying effective and remaining effective for one (1) year as contemplated by Section 9.1 above) and/or give written notice to the Purchaser all Shareholders authorizing it them to resume sales pursuant to the Purchaser Shareholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Shareholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Parent shall enclose such revised prospectus with the notice to the Purchaser Shareholders given pursuant to this paragraph (bSection 9.2(b), and the Purchaser Shareholders shall make no offers or sales of shares Equity Consideration pursuant to the Purchaser Shareholder Registration Statement other than by means of such revised prospectus. (c) Notwithstanding the foregoing, Parent shall not suspend or delay the filing or effectiveness of the Shareholder Registration Statement pursuant to Section 9.2(a) hereof for more than sixty (60) days (a “Registration Delay Period”), and provided further that Parent shall not defer its obligation in this manner more than once in any twelve (12) month period.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything in this Section 6 to the Purchaser contrary, if the Company shall furnish to the Note Holder or Note Holders a certificate signed by the President or Chief Executive Officer of the Company, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require LeukoSite stating that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of LeukoSite has made the Company determines in good faith determination (i) either that filing a registration statement for purposes of enabling any Note Holder to effect offers or sales of Payment Shares pursuant thereto or that continued use by any Note Holder of any registration statement or the prospectus relating thereto for such purposes, as the case may be, would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the registration statement (or the prospectus relating thereto) of material, nonpublic information concerning LeukoSite, its business or prospects or any proposed material transaction involving LeukoSite, (ii) that such premature disclosure would be materially adverse to LeukoSite, its business or prospects or any such proposed material transaction or would make the successful consummation by LeukoSite of any such material transaction significantly less likely and (iii) that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, is therefore essential either to defer the filing of any such registration statementstatement or to suspend the use of any such registration statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Payment Shares pursuant thereto, as the case may be, then LeukoSite shall have the right either to defer the filing of any such registration statement or to suspend the right of the Note Holders to use any such registration statement (Cand the prospectus relating thereto) any financial statements required to be included for purposes of effecting offers or sales of Payment Shares pursuant thereto, as the case may be, in either case for a period (the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts "Suspension Period") of no more than 120 days after delivery by the Company of the certificate referred to obtain such financial statements. (b) If above in this Section 6.2(a). LeukoSite may not exercise its rights under this Section 6.2 with respect to any or all registrations under this Section 6 for more than 120 days in any twelve-month period. During the Company delays Suspension Period, none of the Note Holders shall offer or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares sell any Payment Shares pursuant to paragraph or in reliance upon any such registration statement (a) above, or the Company shallprospectus relating thereto). LeukoSite agrees that, as promptly as practicable following after the termination consummation, abandonment or public disclosure of the circumstance which entitled event or transaction that caused LeukoSite either to defer the Company filing of any such registration statement or to do so, notify suspend the Purchaser use of any such termination registration statement (and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included relating thereto), as the case may be, in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given either case pursuant to this paragraph (b)Section 6.2, LeukoSite, as applicable, either will file any such registration statement or will provide to the Note Holders with revised prospectuses, if required, and will notify the Purchaser shall make no Note Holders of their ability to effect offers or sales of shares Payment Shares pursuant to or in reliance upon any such registration statement (and the Purchaser Registration Statement prospectus related thereto). LeukoSite agrees that no other than by means holder of LeukoSite Common Stock seeking to resell shares of LeukoSite Common Stock pursuant to a shelf registration statement on Form S-3 will be permitted to sell shares of LeukoSite Common Stock pursuant to such revised prospectusshelf registration statement during a Suspension Period. LeukoSite shall not be required to disclose to the Note Holders the reasons for requiring a suspension of sales hereunder, and the Registering Stockholders shall not disclose to any third party the existence of any such suspension.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyRightsholders, (i) delay the filing or effectiveness of the Purchaser Registration Statement of, or suspend, for a period of not more no longer than 120 days or (ii) suspend 60 days, the Purchaser Stockholder Registration Statement after effectiveness Statement, and require that the Purchaser Rightsholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in any period during which the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction ("Buyer Activity") that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental (and so certifies to the Company for such Purchaser Rightsholders) that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in would require disclosure of the near future and Buyer Activity; provided, however, that it is, therefore, essential to defer (i) the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite Buyer shall use commercially reasonable efforts by to minimize the Company length of any such period of delay or suspension, (ii) any such delay or suspension shall be applied in the same manner to obtain such financial statementsany other registration statement or proposed offering of the Buyer's securities proposed or then in effect and (iii) the Buyer shall not be permitted to so delay or suspend the Stockholder Registration Statement for an aggregate of more than 60 days in any 12-month period. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Rightsholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Rightsholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Rightsholders given pursuant to this paragraph (b), and the Purchaser Rightsholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyTrust, (i) delay the filing or effectiveness of the Purchaser Trust Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Trust Registration Statement after effectiveness and require that the Purchaser Trust immediately cease sales of shares pursuant to the Purchaser Trust Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Trust Registration Statement to be filed in would require disclosure of such activity, transaction, preparations or negotiations; provided, however, that the near future and that it is, therefore, essential to defer Buyer may not delay the filing of such registration statementor suspend the Trust Registration Statement for a period in excess of thirty (30) days from the date of delivery of notice from the Buyer to the Trust pursuant to this Section 9.2(a), or (Cand the Buyer may not exercise its rights under this Section 9.2(a) more than once in any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements12-month period. (b) If the Company Buyer delays or suspends the Purchaser Trust Registration Statement or requires the Purchaser Trust to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Trust Registration Statement and/or give written notice to the Purchaser Trust authorizing it to resume sales pursuant to the Purchaser Trust Registration Statement. If as a result thereof the prospectus included in the Purchaser Trust Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose provide notice of such revised prospectus amendment to the Trust with the notice to the Purchaser Trust given pursuant to this paragraph (b), and the Purchaser Trust shall make no offers or sales of shares pursuant to the Purchaser Trust Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholders, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days any registration statement filed pursuant to this Article V or (ii) suspend the Purchaser Registration Statement any registration statement filed pursuant to this Article V after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser Registration Statementsuch registration statement, in the event that that: (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that ("BUYER ACTIVITY") which the Company Buyer desires to keep confidential for business reasons, if and the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company Buyer for such Purchaser Registration Statement registration to be filed in effected at such time; provided that the near future and that it is, therefore, essential Buyer shall have the right to defer a filing for a period of not more than 90 days; or (B) the Buyer files a registration statement (other than a registration statement on Form S-4 or S-8 or any successor form) with the SEC for the purpose of registering under the Securities Act any securities to be publicly offered and sold by the Buyer and the Buyer pursues the preparation, filing and effectiveness of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsstatement with diligence. (b) If the Company Buyer delays or suspends the Purchaser Registration Statement a registration statement filed pursuant to this Article V or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement such registration statement and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser such Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (b), and the Purchaser stockholders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement any registration statement other than by means of such revised prospectus.

Limitations on Registration Rights. Notwithstanding any contrary provision of this Agreement: A. the Company shall not be required to effect more than two registrations pursuant to Section 1 (for purposes of this Section 4.A., a registration shall not be deemed "effective" unless the registration statement is declared effective by the Commission); B. Section 3 shall not apply to a registration effected solely to implement an employee benefit plan or to any other form or type of registration which does not permit inclusion of Registrable Common pursuant to Commission rule or practice; D. if (a) The there is material non-public information regarding the Company maywhich the Board reasonably determines not to be in the Company's best interest to disclose and which the Company is not otherwise required to disclose, by written notice or (b) there is a significant business opportunity available to the Purchaser signed Company which the Board reasonably determines not to be in the Company's best interest to disclose, or (c) there is a significant business opportunity available to the Company and the Board reasonably determines that the Company's ability to pursue such opportunity would be materially and adversely affected by the President or Chief Executive Officer a registered public offering of the Company's Securities, then the Company may postpone filing a registration statement requested pursuant to Sections 1 or 2 for a period not to exceed 90 days, provided that the Company may not postpone its obligations as permitted under this Section 4.D. more than once in each 12 month period; and E. notwithstanding the foregoing registration rights, the Company shall not be obligated to effect any registration under Section 1 or Section 2 of this Agreement if, within 14 days after receipt of a request for any such registration, the Company shall furnish the Holders with a written opinion of legal counsel reasonably satisfactory to each of them and reasonably satisfactory in form and substance to counsel for each of the Holders, that all of the shares of Registrable Common requested by the Holders to be so registered may be sold within sixty (60) days after such request in a transaction in compliance with Rule 144 promulgated under the Securities Act (or any similar successor exemptive rule hereinafter in effect). In rendering such opinion, such counsel shall be entitled to rely on published figures for the average weekly volume of trading in shares of the Common Stock during the sixty (60) days immediately preceding the date of such opinion as reported (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days on any national securities exchange on which such shares are listed, or (ii) suspend through the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales automated quotation system of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shallregistered national securities association, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as case may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectusbe.

Limitations on Registration Rights. (a) The Company Parent may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Parent files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Parent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Parent desires to keep confidential for business reasons, if the Board of Directors of the Company Parent determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on Parent under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations; provided that no single period of delay or suspension under this Section 7.2(a) shall be greater than ninety (C90) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsdays. (b) If the Company Parent delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Stockholders to cease sales of shares pursuant to paragraph (a) aboveSection 7.2(a), the Company Parent shall, as promptly as practicable following the termination of the circumstance which entitled the Company Parent to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Parent shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (bSection 7.2(b), and the Purchaser Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (ai) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanySeller, (iA) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (iiB) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Seller immediately cease sales of shares the Shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Registration Statement to be filed in would require disclosure of such activity, transaction, preparations or negotiations. Notwithstanding the near future and that it isforegoing, therefore, essential to defer the Buyer may not delay the filing or effectiveness of such registration statement, the Registration Statement or (C) suspend the effectiveness of the Registration Statement for more than 60 days in any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements12-month period. (bii) If the Company Buyer delays or suspends the Purchaser Registration Statement or requires the Purchaser Seller to cease sales of shares the Shares pursuant to paragraph clause (ai) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or the Registration Statement, have the Registration Statement declared effective, reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser Seller authorizing it to resume sales pursuant to the Purchaser Registration Statement. If If, as a result thereof thereof, the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Seller given pursuant to this paragraph clause (bii), and the Purchaser Seller shall make no offers or sales of shares Shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (ai) The Company may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyHolders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Holders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith faith, based on the advice of legal counsel, that it would be detrimental to the public disclosure requirements imposed on the Company for such Purchaser under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (bii) If the Company delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Holders to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Holders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b)Holders, and the Purchaser Holders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not no more than 120 90 days in the aggregate or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness for no more than 90 days in the aggregate and require that the Purchaser Company Stockholders (which, for the purposes of this Article VII exclusively, shall also be deemed to include holders of Warrants) immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-4 or Form S-8 or its their successor formforms) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations, or (C) any financial statements required the Buyer fails to be included meet the SEC requirements, as set forth in the Purchaser General Instructions to Form S-3, for use of the Stockholder Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Shareholders, (i) delay the filing or effectiveness of the Purchaser Shareholder Registration Statement for a period of not no more than 120 90 days in the aggregate or (ii) suspend the Purchaser Shareholder Registration Statement for no more than 90 days in the aggregate after effectiveness and require that the Purchaser Company Shareholders immediately cease sales of shares pursuant to the Purchaser Shareholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-4 or Form S-8 or its their successor formforms) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Shareholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations, or (C) any financial statements required the Buyer fails to be included meet the SEC requirements, as set forth in the Purchaser General Instructions to Form S-3, for use of the Shareholder Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company Buyer delays or suspends the Purchaser Shareholder Registration Statement or requires the Purchaser Company Shareholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Shareholder Registration Statement and/or give written notice to the Purchaser all Company Shareholders authorizing it them to resume sales pursuant to the Purchaser Shareholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Shareholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Shareholders given pursuant to this paragraph (b), and the Purchaser Company Shareholders shall make no offers or sales of shares pursuant to the Purchaser Shareholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Purchaser may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanySellers, (i) delay the filing or effectiveness of the Purchaser Seller Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Seller Registration Statement after effectiveness and require that the Purchaser Sellers immediately cease sales of shares pursuant to the Purchaser Seller Registration Statement, in the event that (A) the Company Purchaser files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a primary public offering of its securitiessecurities for acquisition purposes, financing or otherwise, or (B) the Company Purchaser is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasonsdisclosure of which would be adverse in its reasonable judgement, if the Board of Directors of the Company Purchaser determines in good faith that it the public disclosure requirements imposed on the Purchaser under the Securities Act in connection with the Seller Registration Statement would require disclosure of such activity, transaction, preparations or negotiations; provided that, in such event: (A) Such Sellers shall be detrimental entitled to withdraw any such request made under subclause (1) and, if withdrawn, such request shall not count as one of the two requests for required registration of Demand Shares permitted under subclause 1, and (B) the 12 month period for required registration of Demand Shares pursuant to subclause 1 shall be tolled for the duration of the resultant delay or suspension. Notwithstanding anything to the Company for such contrary herein, in any 365-day period, the Purchaser Registration Statement shall not exercise its rights under this subclause 2(a) to be filed in the near future and that it is, therefore, essential to defer the filing suspend sales of such registration statement, Demand Shares (i) more than twice or (Cii) any financial statements required to be included for a total period in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsexcess of 120 days. (b) If the Company Purchaser delays or suspends the Purchaser Seller Registration Statement or requires the Purchaser Sellers to cease sales of shares pursuant to paragraph (a) above, ________________________________________________________________________________ ________________________________________________________________________________ the Company Purchaser shall, as promptly as practicable following the termination of the circumstance which entitled the Company Purchaser to do soso with the Seller's approval, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Seller Registration Statement and/or give written notice to the Purchaser all Sellers authorizing it them to resume sales pursuant to the Purchaser Seller Registration Statement. If as a result thereof the prospectus included in the Purchaser Seller Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Purchaser shall enclose such revised prospectus with the notice to the Purchaser Sellers given pursuant to this paragraph (b), and the Purchaser Sellers shall make no offers or sales of shares pursuant to the Purchaser Seller Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyHolders, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser Holders immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-4 or Form S-8 or its any successor form) with the SEC for a public offering of its securities, ; (B) the Company Buyer is engaged in any activity or transaction transaction, or preparations or negotiations for any activity or transaction transaction, that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations; (C) any financial statements the Buyer believes that a particular disclosure so determined to be required to be included disclosed in the Purchaser Registration Statement would be premature or would adversely affect the Buyer or its business or prospects or the market price of the Buyer Common Stock or (D) the Buyer is ineligible for use of a Form S-3 (or any successor form). The Buyer shall not be required to disclose to the Holders the reasons for requiring a suspension of offers or sales under the Registration Statement, due and the Holders shall not disclose to a merger, acquisition or other transaction entered into by any third party the Company, are not available despite commercially reasonable efforts by the Company to obtain existence of any such financial statementssuspension. (b) If the Company Buyer delays or suspends the Purchaser Registration Statement or requires the Purchaser Holders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser all Holders authorizing it them to resume sales pursuant to the Purchaser Registration Statement. For purposes of this Article VIII, the Six-Month Date shall be extended by the number of days during which the Registration Statement is delayed or suspended by the Buyer or the Buyer requires the Holders to cease sales; provided, however, that the duration of the period for which the Buyer shall cause the Registration Statement to remain effective shall not exceed six months in the aggregate; and provided further, however, that the Six-Month Date shall not be extended by any delay or suspension or request to cease sales attributable to the Buyer's ineligibility to use a Form S-3 (or any successor form). If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Holders given pursuant to this paragraph (b), and the Purchaser Holders shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectus. Moreover, if the Buyer delays or suspends the Registration Statement or requires the Holders to cease sales of shares pursuant to clause (A) of paragraph (a) above, the Buyer shall permit each Holder to include in a registration statement filed by the Buyer during such period, any Merger Shares that would have been included in the Registration Statement, subject to the right of the Buyer to limit the number of Merger Shares to be included in a registration statement relating to an underwritten offering of securities of the Buyer if the managing underwriter of such offering determines that the inclusion of such shares in such offering would adversely affect the marketability of such offering.

Limitations on Registration Rights. (a) The Company mayNotwithstanding the foregoing, by if the Buyer delivers a written notice to the Purchaser signed by Company Stockholders, Company Debtholders and Company Warrant Holders (collectively, the President or Chief Executive Officer “Registered Holders”) which states that in the good faith judgment of the Company, (i) delay the filing or effectiveness Board of Directors of the Purchaser Buyer that it would be detrimental to the Buyer for the Stockholder Registration Statement for a period of not more than 120 days to remain in effect, the Buyer may suspend or (ii) suspend withdraw the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Registered Holders immediately cease sales the sale of shares the Merger Shares pursuant to thereto in any of the Purchaser Registration Statement, in the event that following circumstances: (Ai) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company The Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction (“Buyer Activity”) that the Company Buyer desires to keep confidential for business reasons, if and the Board of Directors of the Company Buyer determines in good faith that it would be detrimental the public disclosure requirements imposed on the Buyer pursuant to the Company for such Purchaser Stockholder Registration Statement would require disclosure of the Buyer Activity; or (ii) The Buyer files a Registration Statement (other than a Registration Statement on Form S-4 or Form S-8, or any successor form) with SEC for the purpose of registering under the Securities Act any securities to be filed in the near future publicly offered and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into sold by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsBuyer. (b) Notwithstanding subsection (a) above, the Buyer may only suspend or withdraw the Stockholder Registration Statement and require that the Registered Holders immediately cease the sale of Merger Shares pursuant thereto once in any 12-month period (a “Blackout Period”) and such Blackout Period shall not exceed three months. (c) If the Company delays Buyer suspends or suspends withdraws the Purchaser Stockholder Registration Statement or and requires the Purchaser Registered Holders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or and give written notice to the Purchaser all Registered Holders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof of the circumstances surrounding such suspension or withdrawal, the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Registered Holders given pursuant to this paragraph (bc), and the Purchaser Registered Holders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in negotiations; provided, however, that the Purchaser Buyer shall not delay or suspend the Stockholder Registration Statement, due as the case may be, for a period in excess of 60 days, shall not exercise the right to a merger, acquisition or other transaction entered into by delay more than once and shall not exercise the Company, are not available despite commercially reasonable efforts by the Company right to obtain such financial statementssuspend more than once. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Shareholders, (i) delay the filing or effectiveness of the Purchaser Shareholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Shareholder Registration Statement after effectiveness and require that the Purchaser Company Shareholders immediately cease sales of shares pursuant to the Purchaser Shareholder Registration Statement, in the event that (A) the Company Buyer files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, securities or (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Shareholder Registration Statement to be filed would require disclosure of such activity, transaction, preparations or negotiations, provided that the Buyer may take the actions described in the near future foregoing clauses (i) and that it is, therefore, essential to defer the filing (ii) for a maximum of such registration statement, or (C) 30 trading days within any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsperiod of 12 consecutive months. (b) If the Company Buyer delays or suspends the Purchaser Shareholder Registration Statement or requires the Purchaser Company Shareholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Shareholder Registration Statement and/or give written notice to the Purchaser all Company Shareholders authorizing it them to resume sales pursuant to the Purchaser Shareholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Shareholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Shareholders given pursuant to this paragraph (b), and the Purchaser Company Shareholders shall make no offers or sales of shares pursuant to the Purchaser Shareholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company Millennium may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyABX, (i) delay the filing or effectiveness of the Purchaser a Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser a Registration Statement after effectiveness and require that the Purchaser ABX immediately cease sales of shares pursuant to the Purchaser such Registration Statement, in either case for a reasonable period of time (a "Blackout Period"), in the event that (A) the Company Millennium files a registration statement (other than a registration statement on Form S-8 X-0, Xxxx X-0 or its their respective successor formforms) with the SEC for a primary public offering of its securities, equity securities or securities convertible into or exercisable for equity securities or (B) the Company Millennium is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Millennium desires to keep confidential for business reasons, if the Board of Directors of the Company Millennium determines in good faith that it would be detrimental to the Company for public disclosure requirements imposed on Millennium under the Securities Act of 1933, as amended (the "Securities Act") in connection with such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) negotiations. If the Company Millennium delays or suspends the Purchaser a Registration Statement or requires the Purchaser ABX to cease sales of shares pursuant to paragraph (a) above, the Company Millennium shall, as promptly as practicable following the termination of the circumstance which entitled the Company Millennium to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser such Registration Statement and/or give written notice to the Purchaser ABX authorizing it to resume sales pursuant to the Purchaser such Registration Statement. If as a result thereof the prospectus included in the Purchaser a Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Millennium shall enclose such revised prospectus with the notice to the Purchaser ABX given pursuant to this paragraph (b), and the Purchaser ABX shall make no offers or sales of shares pursuant to the Purchaser such Registration Statement other than by means of such revised prospectus. Notwithstanding anything herein to the contrary, the aggregate number of days included in any Blackout Periods with respect to each Registration Statement shall not exceed 60 days, and the period of time that Millennium is obligated to cause such Registration Statement to remain effective under Section 1 hereof shall be extended for a period of time equal to the number of days included in such Blackout Periods.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of Section 2 hereof, the Company may, by written notice shall not be required to effect or maintain any registration if (i) the Purchaser signed by Company has previously filed with the President Commission two Registration Statements pursuant to Section 2 of this Agreement; (ii) the Company has previously filed a Registration Statement under the Securities Act pursuant to Section 2 within the six-month period preceding the receipt of a Demand Notice; (iii) the Company has previously filed and the Commission has declared effective under the Securities Act a Shelf Registration Statement and such Shelf Registration Statement is effective or Chief Executive Officer of remained effective for the two-year period referred to in Section 4(a)(i) hereof; (iv) the Company, in order to comply with such request, would be required to undergo a special interim audit or prepare and file with the Commission sooner than would otherwise be required, pro forma or other financial statements relating to any proposed or probable transaction; (iv) delay the filing total number of Registrable Shares requested to be registered on any Registration Statement shall be less than two million (2,000,000); (vi) the Common Stock is not registered under Section 12(b) or effectiveness 12(g) of the Purchaser Registration Statement for a period of not more than 120 days Exchange Act; or (iivii) suspend there shall have been a material breach of a representation, warranty, covenant or agreement contained in the Purchaser Registration Statement Transaction Agreement or an unsatisfied claim under any indemnity arrangement relating thereto by a party other than the Company or any of its affiliates, which breach continues after effectiveness and require that the Purchaser immediately cease sales expiration of shares pursuant any applicable notice or cure periods. (b) Notwithstanding anything to the Purchaser Registration Statementcontrary contained herein, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that required to file a Registration Statement pursuant to a Demand Notice, the Company desires shall have the option, in lieu of effecting any registration hereunder, of purchasing or causing one or more of its designees to keep confidential for business reasons, if the Board of Directors purchase all of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements Registrable Shares otherwise required to be included in such Registration Statement at a price equal to the Purchaser Registration Statement, due Market Value thereof (reduced by an amount per share equal to a merger, acquisition the anticipated underwriter or brokerage discounts and commissions or other transaction entered into items constituting compensation to the anticipated underwriter, agent or broker- dealer), if any, upon such registered offering and any other expenses that would be payable by the Seller pursuant to Section 5(b)) on the day immediately preceding the date on which the Demand Notice has been given to the Company. Notice of the Company's election to exercise its option hereunder shall be furnished in writing by the Company to the Seller within five Business Days after receipt by the Company of the Demand Notice. Payment for any Registrable Shares purchased by the Company hereunder shall be made to the Seller in next day funds on a Business Day to be determined by the Company, are not available despite commercially reasonable efforts by which shall be within 20 days of the date the Seller receives notice from the Company of the Company's decision to obtain exercise the option provided for in this Section 3(b). Upon any such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires the Purchaser to cease sales of shares pursuant to paragraph (a) abovesale, the Company shall, Seller shall be deemed to have made the same representations and warranties concerning his title to and ownership of his Registrable Shares that are being so purchased and his power and authority to effect such sale as promptly as practicable following the termination of the circumstance which entitled the Company would customarily be made by a selling stockholder to do so, notify the Purchaser of such termination and take such actions as may be necessary an underwriter in an underwriting agreement with respect to file or reinstate the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectussecondary distribution.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company files Buyer determines that information required to be included in the financial statements comprising a registration statement (other than a registration statement on Form S-8 portion of the Registration Statement is not yet available, or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that the public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement would require disclosure of such activity, transaction, preparations or negotiations. In no event shall Buyer suspend the Stockholder Registration Statement or delay the filing or effectiveness of the Stockholder Registration Statement in accordance with the foregoing provisions (a) for periods in excess of 90 days in the aggregate and (b) unless the members of the Board of Directors of Buyer on the date thereof, agree not to sell, hypothecate or otherwise dispose of, either directly or indirectly, any of their shares of capital stock of Buyer during the period of suspension or delay. In such event, Buyer agrees that it would will suspend any secondary offering it may be detrimental engaged in until any such delay or suspension has ended. In addition, if at any time during the 12-month period following the Closing Date, the Buyer offers to the Company for Stockholders the opportunity to include their Merger Shares in any underwritten secondary offering of Buyer Common Stock on a pro rata basis with other stockholders including shares of Buyer Common Stock therein (which, if such Purchaser offer is accepted by a Company Stockholder, shall be Merger Shares in excess of the 50% thereof referred to in Section 7.1), then the Buyer's obligations to file and/or maintain the effectiveness of the Stockholder Registration Statement shall be suspended until the expiration of the underwriters' lock-up period imposed with respect to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsunderwritten secondary offering. (b) If the Company Buyer delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser Company Stockholders of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus. Moreover, if the Buyer delays or suspends the Stockholder Registration Statement or requires the Company Stockholders to cease sales of shares pursuant to clause (i) of paragraph (a) above, the Buyer shall permit each Company Stockholder to include in a registration statement filed by the Buyer during such period any Merger Shares that would have been included in the Stockholder Registration Statement, subject to the right of the Buyer to limit the number of Merger Shares to be included in a registration statement relating to a underwritten offering of securities of the Buyer if the managing underwriter of such offering determines that the inclusion of such shares in such offering would adversely affect the marketability of such offering.

Limitations on Registration Rights. (a) The Company Buyer may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyCompany Stockholders, (i) delay the filing or effectiveness of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness effectiveness, for one or more periods of up to 30 days each (but not more often than 30 days in any consecutive six month period), and require that the Purchaser Company Stockholders immediately cease sales of shares pursuant to the Purchaser Stockholder Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company Buyer is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Buyer desires to keep confidential for business reasons, if the Board of Directors of the Company Buyer determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on the Buyer under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsnegotiations. (b) If the Company delays or Buyer suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Company Stockholders to cease sales of shares pursuant to paragraph (a) above, the Company Buyer shall, as promptly as practicable following the termination of the circumstance which entitled the Company Buyer to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement and/or give written notice to the Purchaser all Company Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Buyer shall enclose such revised prospectus with the notice to the Purchaser Company Stockholders given pursuant to this paragraph (b), and the Purchaser Company Stockholders shall make no offers or sales of shares pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything in this Section 6.13 to the Purchaser contrary, if the Company shall furnish to the Registering Stockholders a certificate signed by the President or Chief Executive Officer or Chief Financial Officer of Parent stating that Parent has made the Company, good faith determination that (i) delay continued use by the filing or effectiveness Registering Stockholders of the Purchaser Stockholder Registration Statement filed by Parent for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in the Stockholder Registration Statement (or any prospectus relating thereto) of material, nonpublic information concerning Parent, its business or prospects or any proposed material transaction involving Parent, (ii) such premature disclosure would be materially adverse to Parent, its business or prospects or any such proposed material transaction or would make the successful consummation by Parent of any such material transaction significantly less likely, and (iii) it is therefore advisable to suspend the use by the Registering Stockholders of such Stockholder Registration Statement (and any prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Registering Stockholders to use such Stockholder Registration Statement (and prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the “Suspension Period”) of not more than 120 ninety (90) days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or twelve (C12) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts month period after delivery by the Company of the certificate referred to obtain above in this Section 6.13(b). During the Suspension Period, none of the Registering Stockholders shall offer or sell any Registrable Shares pursuant to or in reliance upon such financial statements. (b) If the Company delays or suspends the Purchaser Stockholder Registration Statement (or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shallany prospectus relating thereto). Parent agrees that, as promptly as practicable following after the termination consummation, abandonment or public disclosure of the circumstance which entitled event or transaction that caused Parent to suspend the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness use of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof (and the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given or prospectuses relating thereto) pursuant to this paragraph (bSection 6.13(b), Parent will provide the Registering Stockholders with revised prospectuses, if required, and will notify the Purchaser shall make no Registering Stockholders of their ability to effect offers or sales of shares Registrable Shares pursuant to or in reliance upon such Stockholder Registration Statement. Parent shall not be required to disclose to the Purchaser Registration Statement other than by means Registering Stockholders the reasons for requiring a suspension of sales hereunder, and the Registering Stockholders shall not disclose to any third party the existence of any such revised prospectussuspension.

Limitations on Registration Rights. (a) The Notwithstanding the provisions of Section 2 hereof, the Company may, by written notice shall not be required to the Purchaser signed by the President effect or Chief Executive Officer of the Company, maintain any registration if (i) delay the filing or effectiveness Company has previously filed with the Commission a Registration Statement which included any of the Purchaser Registration Statement for a period of not more than 120 days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares Stockholders Registrable Shares pursuant to the Purchaser Registration StatementSection 2 of this Agreement; provided, in the event however, that (A) if pursuant to Section 2(b) the Company files a registration statement (other than a registration statement on Form S-8 number of Registrable Shares requested to be registered by the Selling Stockholders was reduced, then such Selling Stockholders shall be given another opportunity to register their excluded Registrable Shares in accordance with this Section 2 or its successor form) with the SEC for a public offering of its securities, (B) if the Company is engaged in any activity or transaction or preparations or negotiations shall not, for any activity or transaction that reason other than the Company desires failure of any stockholder to keep confidential for business reasonscomply with this Agreement, if cause the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in remain effective, and prepare and file with the near future Commission any amendments and that it is, therefore, essential supplements to defer the filing of such registration statement, or (C) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statements. (b) If the Company delays or suspends the Purchaser Registration Statement or requires and to the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shall, as promptly as practicable following the termination of the circumstance which entitled the Company to do so, notify the Purchaser of such termination and take such actions Prospectus used in connection therewith as may be necessary to file or reinstate keep the effectiveness of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof the prospectus included Prospectus current and in the Purchaser Registration Statement has been amended to comply compliance in all material respects with the requirements provisions of the Securities Act, until the sooner to occur of the sale of all of the Registrable Shares covered by such Registration Statement or the 90th day following the effective date of such Registration Statement (as such 90th day may be extended for the period of any suspension of the offering or distribution of Registrable Shares covered thereby pursuant to subsection (d) of Section 2), then the Selling Stockholders shall be given another opportunity to register their Registrable Shares in accordance with this Section 2; or (ii) there shall have been a material breach of a representation, warranty, covenant or agreement contained in the Transaction Agreement or an unsatisfied claim under any indemnity arrangement relating thereto by a party other than the Company shall enclose such revised prospectus with or the Purchaser, which breach continues after the expiration of any applicable notice to the Purchaser given pursuant to this paragraph (b), and the Purchaser shall make no offers or sales of shares pursuant to the Purchaser Registration Statement other than by means of such revised prospectuscure periods.

Limitations on Registration Rights. (a) The Company Parent may, by written notice to the Purchaser signed by the President or Chief Executive Officer of the CompanyStockholders, (i) delay the filing or effectiveness of the Purchaser Stockholder Registration Statement for a period of not more than 120 days Statement, or (ii) suspend the Purchaser Stockholder Registration Statement after effectiveness and require that the Purchaser Stockholders immediately cease sales of shares the Closing Consideration pursuant to the Purchaser Stockholder Registration Statement, in the event that (A1) the Company Parent files a registration statement (other than a registration statement on Form S-8 or its any successor form) or a prospectus supplement to an effective registration statement pursuant to Rule 424(b) under the Securities Act with the SEC for a public offering of its securitiessecurities for its own behalf, (B2) the Company Parent is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company Parent desires to keep confidential for business reasons, if the Board of Directors of the Company Parent determines in good faith that it would be detrimental to the Company for such Purchaser public disclosure requirements imposed on Parent under the Securities Act in connection with the Stockholder Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing would require disclosure of such registration statementactivity, transaction, preparations or negotiations, or (C3) Parent determines in good faith that the public disclosure requirements imposed on Parent under the Securities Act in connection with the Stockholder Registration Statement would require Parent to file any financial statements information or materials with the SEC prior to the date that such information or materials otherwise would be required to be included filed, other than the Form 8-K in connection with the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts by the Company to obtain such financial statementsMerger. (b) If the Company Parent delays or suspends the Purchaser Stockholder Registration Statement or requires the Purchaser Stockholders to cease sales of shares Closing Consideration pursuant to paragraph (aSection 9.2(a) abovehereof, the Company Parent shall, as promptly as practicable following the termination of the circumstance which entitled the Company Parent to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness of the Purchaser Stockholder Registration Statement (with such Stockholder Registration Statement staying effective and remaining effective for the period contemplated by Section 9.1 above) and/or give written notice to the Purchaser all Stockholders authorizing it them to resume sales pursuant to the Purchaser Stockholder Registration Statement. If as a result thereof the prospectus included in the Purchaser Stockholder Registration Statement has been amended to comply with the requirements of the Securities Act, the Company Parent shall enclose such revised prospectus with the notice to the Purchaser Stockholders given pursuant to this paragraph (bSection 9.2(b), and the Purchaser Stockholders shall make no offers or sales of shares Closing Consideration pursuant to the Purchaser Stockholder Registration Statement other than by means of such revised prospectus. (c) Notwithstanding the foregoing, Parent shall not suspend the Stockholder Registration Statement pursuant to Section 9.2(a) hereof (i) at all during the first two weeks following its effectiveness, or (ii) for more than sixty (60) days (a “Registration Suspension”), and provided further that Parent shall not cause more than two Registration Suspensions in any twelve (12) month period.

Limitations on Registration Rights. (a) The Company may, by written notice Notwithstanding anything in ----------- -- ------------ ------ this Section 6.06 to the Purchaser contrary, if the Company shall furnish to the Registering Stockholders a certificate signed by the President or President, Chief Executive Officer or Chief Financial Officer of Parent stating that Parent has made the Company, good faith determination that (i) delay continued use by the filing or effectiveness Registering Stockholders of the Purchaser Stockholder Registration Statement filed by Parent for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act and the rules and regulations promulgated thereunder, premature disclosure in Stockholder Registration Statement (or the prospectus relating thereto) of material, nonpublic information concerning Parent, its business or prospects or any proposed material transaction involving Parent, (ii) such premature disclosure would be materially adverse to Parent, its business or prospects or any such proposed material transaction or would make the successful consummation by Parent of any such material transaction significantly less likely, and (iii) it is therefore advisable to suspend the use by the Registering Stockholders of such Stockholder Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto, then the right of the Registering Stockholders to use such Stockholder Registration Statement (and the prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the "Suspension Period") of not more than 120 ninety (90) ---------- ------ days or (ii) suspend the Purchaser Registration Statement after effectiveness and require that the Purchaser immediately cease sales of shares pursuant to the Purchaser Registration Statement, in the event that (A) the Company files a registration statement (other than a registration statement on Form S-8 or its successor form) with the SEC for a public offering of its securities, (B) the Company is engaged in any activity or transaction or preparations or negotiations for any activity or transaction that the Company desires to keep confidential for business reasons, if the Board of Directors of the Company determines in good faith that it would be detrimental to the Company for such Purchaser Registration Statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, or twelve (C12) any financial statements required to be included in the Purchaser Registration Statement, due to a merger, acquisition or other transaction entered into by the Company, are not available despite commercially reasonable efforts month period after delivery by the Company of the certificate referred to obtain above in this Section 6.06(b). During the Suspension Period, none of the Registering Stockholders shall offer or sell any Registrable Shares pursuant to or in reliance upon such financial statements. (b) If the Company delays or suspends the Purchaser Stockholder Registration Statement (or requires the Purchaser to cease sales of shares pursuant to paragraph (a) above, the Company shallprospectus relating thereto). Parent agrees that, as promptly as practicable following after the termination consummation, abandonment or public disclosure of the circumstance which entitled event or transaction that caused Parent to suspend the Company to do so, notify the Purchaser of such termination and take such actions as may be necessary to file or reinstate the effectiveness use of the Purchaser Registration Statement and/or give written notice to the Purchaser authorizing it to resume sales pursuant to the Purchaser Registration Statement. If as a result thereof (and the prospectus included in the Purchaser Registration Statement has been amended to comply with the requirements of the Securities Act, the Company shall enclose such revised prospectus with the notice to the Purchaser given relating thereto) pursuant to this paragraph (bSection 6.06(b), Parent will provide the Registering Stockholders with revised prospectuses, if required, and will notify the Purchaser shall make no Registering Stockholders of their ability to effect offers or sales of shares Registrable Shares pursuant to or in reliance upon such Stockholder Registration Statement. Parent agrees that no other holder of Parent Common Stock seeking to resell shares of Parent Common Stock pursuant to a shelf registration statement on Form S-3 will be permitted to sell shares of Parent Common Stock pursuant to such shelf registration statement during a Suspension Period. Parent shall not be required to disclose to the Purchaser Registration Statement other than by means Registering Stockholders the reasons for requiring a suspension of sales hereunder, and the Registering Stockholders shall not disclose to any third party the existence of any such revised prospectussuspension.