Common use of Limitations on Registration Clause in Contracts

Limitations on Registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) with respect to a Deerfield Demand Request, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after the effective date of any other previously effective registration statement for an underwritten offering of securities pursuant to a Company-initiated registration (other than an Excluded Registration) or for an offering of securities initiated by a Demand Request, or (iv) if the Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(g).

Limitations on Registration. The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) Section (i) with respect to a Deerfield Demand Request, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after the effective date of any other previously effective registration statement for an underwritten offering of securities pursuant to a Company-initiated registration (other than an Excluded Registration) or for an offering of securities initiated by a Demand Request, or (iva) if the Initiating Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that may be immediately then be eligible to be registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(bSection (b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) Section (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (iib) if the Company has effected three two (32) registrations pursuant to Subsection 2.1(bSection (b) within the twelve (12) month 12)-month period immediately preceding the date of such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(gSection (c) (i) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, registration and elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b)Section 2.7, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(gSection (c); provided, however, in the event that if such a withdrawal by the Holders is during a period based upon material adverse information relating to the Company has deferred taking action pursuant that is different from the information known or available (upon request from the Company or otherwise) to Subsection 2.1(f), then the Initiating Holders may withdraw requesting registration at the time of their request for registration and under this Section 2.1, such registration will shall not be counted treated as “effected” for purposes of this Subsection 2.1(g)Section 2.1, even though the Holders do not bear the registration expenses for such registration, (ii) if such registration statement is not maintained effective for the period required pursuant to Section 2.5(a) or (iii) if the offering of the Registrable Securities pursuant to such registration statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period, in which case, such requesting holder of Registrable Securities shall be entitled to an additional registration pursuant to Section (a) in lieu thereof.

Limitations on Registration. The Company shall not be obligated --------------------------- required to effect, or to take any action to effect, any file a registration statement pursuant to Subsection this Section 2.1(a) which would become effective within (i) with respect to a Deerfield Demand Request, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such requestHoldback Period, or (iii) during such shorter period as agreed to by the period within ninety (90) days after lead managing underwriter for the Company's Initial Public Offering, following the effective date of any other previously effective a registration statement filed by the Company with the Commission pertaining to an Initial Public Offering for an underwritten offering the account of the Company, provided that no other holder of the Company's securities pursuant shall have been permitted to participate in such Initial Public Offering, or (ii) 120 days following the effective date of a Company-initiated registration statement (other than an Excluded Registrationa registration statement filed on Form S-4 or S-8) filed by the Company with the Commission pertaining to any subsequent Public Offering for the account of the Company or for an offering another holder of securities initiated by a Demand Requestof the Company if the Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (ivb) if it would violate any restriction or prohibition requested by any managing underwriter for the Holders initiating such Demand Request propose Company's Initial Public Offering. In no event shall the Company be required to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any effect more than one (1) registration pursuant to Subsection 2.1(bSection 2.1.1 and one (1) registration pursuant to Section 2.1.2. Notwithstanding the foregoing, if, in the good faith determination of the Company's Board of Directors, a registration would adversely affect certain activities of the Company to the material detriment of the Company, then the Company may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Company's receipt of the Demand or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) during the for a period that is of thirty (30) days before after the Company’s good faith estimate Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the date of filing ofrights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if to effect a registration under Section 2. 1.1 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari pasu) or prior to a registered Public ---- ---- Offering by the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of other than such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective a Public Offering by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(gon Form S-4 or S-8).

Limitations on Registration. The Company shall not be obligated required to effect, or to take any action to effect, any prepare and file a registration statement pursuant to Subsection 2.1(a) (i) with respect to a Deerfield Demand RequestSection 2, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such requestabove, (iia) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) which would become effective within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after six months following the effective date of any other previously effective a registration statement for an underwritten offering of securities pursuant to a Company-initiated registration (other than a registration statement filed on Form S-8 or any successor form) filed by the Company with the Commission pertaining to an Excluded Registration) or for an underwritten public offering of securities initiated by a Demand Requestsecurities, or (iv) if the Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (iib) if the Company has effected three (3) registrations pursuant in good faith gives written notice to Subsection 2.1(b) within the twelve (12) month Holders of the Registerable Securities stating that in the good faith judgment of a majority of the board of directors it would be detrimental to the Company or its shareholders for a registration statement to be filed in the near future, in which case the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period immediately preceding the date of such requestnot to exceed 135 days; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) Company shall not apply to obtain such a deferral more than one time in any 12 month period, (c) if the filing Holders, together with the holders of any Shelf Registration Statement. A registration shall not other securities of the Company entitled to be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for included in such registration, elect not propose to pay sell Registrable Securities and other securities of the registration expenses thereforCompany (if any) at any aggregate price to the public of less than $1 million, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b)(d) if in any given 12-month period, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action effected a registration pursuant to Subsection 2.1(fSection 2, above, at the request of a Holder, or (e) which is effected more than three years after the date of this Agreement. If a requested registration pursuant to Section 2, above, involves an underwritten offering, and the managing underwriter shall advise the Company in writing that, in its opinion, the number of securities 3 requested to be included in such registration (including securities of the Company which are not Registerable Securities) exceeds the maximum dollar amount or number that can be sold in such offering without materially adversely affecting the proposed offering price, the timing, the distribution method or the probability of success of such offering (the "Maximum Number of Demand Shares"), then the Initiating Holders may withdraw their request for registration and Company shall include in any such registration will to the extent of the Maximum Number of Demand Shares which the Company is so advised can be sold in such offering (i) first, Registerable Securities requested to be included in such registration by the Holder or Holders of Registerable Securities pro rata among such Holders on the basis of the number of Registerable Securities requested to be included by such Holders, and (ii) second, to the extent the Maximum Number of Demand Shares has not been reached under the foregoing clause (i), other securities of the Company proposed to be counted as “effected” for purposes included in such registration without exceeding the Maximum Number of this Subsection 2.1(g)Demand Shares, in accordance with the priorities, if any, then existing among the Company and the holders of such other securities.

Limitations on Registration. The Company shall not be obligated required to effect, or to take any action to effect, any effect a registration pursuant to Subsection 2.1(a) this Section 2.01: (i) with respect to a Deerfield Demand Request, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if after the Company has effected two (2) registrations pursuant to Subsection 2.1(athis Section 2.01, and such registrations have been declared or ordered effective; provided, however, that in the event that the number of Registrable Securities included in any registration pursuant to this Section 2.01 is reduced by more than 50% of the number of Registrable Securities proposed to be registered pursuant to Section 2.01(a) within the twelve in any registration, then such registration shall not count as a registration for purposes of this Section 2.01; (12) month period immediately preceding the date of such request, or (iiiii) during the period within ninety (90) starting with the date which is 60 calendar days after the effective date of any other previously effective registration statement for an underwritten offering of securities pursuant prior to a Company-initiated registration (other than an Excluded Registration) or for an offering of securities initiated by a Demand Request, or (iv) if the Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of the filing of, and ending on a date that is ninety (90) 180 calendar days after following the effective date of, a Company-initiated registrationregistration subject to Section 2.02 below, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or effective; (iiiii) if the Company has effected three (3) registrations pursuant shall furnish to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request; provided, however, that the limitations on Demanding Holders a certificate signed by the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand Authorized Officer stating that a registration statement pursuant to Subsection 2.1(b)Potential Material Event exists, in which case event the Company shall have the right to defer such withdrawn filing for a period of not more than 90 calendar days after the Demand Notice Date, provided that such right to delay a request may not be exercised by the Company more than twice in any 12-month period with at least a 60 calendar day interval between such “black-out” periods; (iv) if the Demanding Holders, together with the holders of any other Securities of the Company entitled to inclusion in such registration statement shall statement, propose to sell Registrable Securities and such other Securities (if any) whereby the aggregate proceeds of which (after deduction for underwriter’s discounts and expenses related to the issuance) are less than US$5,000,000; (v) if all of the Registrable Securities identified in the Demand Notice may be counted as “effected” for purposes transferred, sold, or otherwise disposed of without any volume limitations under the Securities Act in accordance with the provisions of Rule 144; or (vi) after the tenth anniversary of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(g)Agreement.

Limitations on Registration. The Company 2.3.1 In no event shall not the Trust be obligated required to effect, or to take any action to effect, any effect more than one (1) registration pursuant to Subsection 2.1(a) (i) with respect to a Deerfield Demand Request, if the Company has effected Section 2.1 and more than three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand RequestSection 2.2. 2.3.2 Notwithstanding anything herein, if the Company has effected two (2) registrations Trust reasonably believes that the filing of a registration statement with the SEC would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement, require that the Investors not effect offers and sales pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after the effective date of any other previously an effective registration statement or otherwise suspend its obligation to amend, modify or update a filed registration statement, for an a period not in excess of 90 days in any 365-day period (or, in the event the filing any such postponement is in connection with a proposed underwritten public offering of securities pursuant the Trust's securities, for such longer period (not to a Company-initiated registration (other than exceed an Excluded Registrationadditional 30 days) or for an offering of securities initiated by a Demand Request, or (iv) if the Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that as may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(breasonably requested by the managing underwriter for such proposed offering). The Company shall not be obligated to effect. 2.3.3 Notwithstanding anything herein, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), this Agreement would require the Trust to include in which case a filing with the SEC financial statements of probable or completed acquisitions in order that such withdrawn registration statement be in compliance with rules and regulations of the SEC, then the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the SEC. The Trust shall use its commercially reasonable efforts to file such financial statements as soon as practicable. 2.3.4 The Trust shall not be counted required to file a registration statement pursuant to Section 2.2 which would become effective within 180 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Trust with the SEC pertaining to any public offering for the account of any Investor. 2.3.5 Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Trust under this Section 2 shall terminate at such time as “effected” none of the Investors beneficially own (which, for purposes of this Subsection 2.1(g); providedAgreement shall be determined with reference to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(g)amended) Registrable Securities.

Limitations on Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Subsection Section 2.1(a), (b), (c), (d), (e), (f) or (g): (i) with respect to a Deerfield Demand Request, if In any particular jurisdiction in which the Company has effected three would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (3ii) registrations pursuant During the period starting with the date forty-five (45) days prior to Subsection 2.1(a) within the twelve (12) month period immediately preceding Company’s good faith estimate of the date of such requestfiling of, (ii) with respect to any other Demand Request that is not and ending on a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after the effective date of, a registration initiated by the Company for it or any of any other previously effective registration statement for an underwritten offering of securities pursuant to a Company-initiated registration its security holders (other than an Excluded Registration) or for an the initial public offering of securities initiated by a Demand Requestthe Company for which the period shall be extended to six (6) months after the effective date of the offering); provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iii) If the Series A Initiating Holders, Series B Initiating Holders, Series C Initiating Holders, Series D Initiating Holders, the Series E Initiating Holders, the Series F Initiating Holders or (iv) if the Holders initiating such Demand Request Series G Initiating Holders, as applicable, propose to dispose of shares of Registrable Securities that which may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b)under Section 2.3 hereof. The Company shall not be obligated to effect, or to take any action to effect, (a) any registration pursuant to Subsection Section 2.1(a) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), (b) any registration pursuant to Section 2.1(b) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), (c) any registration pursuant to Section 2.1(c) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), (d) any registration pursuant to Section 2.1(d) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), (e) any registration pursuant to Section 2.1(e) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), (f) any registration pursuant to Section 2.1(f) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), (g) any registration pursuant to Section 2.1(g) after the Company has initiated two (2) such registrations (but not including any registration effected pursuant to Section 2.3), so long as such 2.1(a), 2.1(b), 2.1(c), 2.1(d), 2.1(e), 2.1(f) or 2.1(g) registrations (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become have been declared or ordered effective and complies with its obligations under Subsection 2.2 in connection therewith; have been pursuant to which securities have been sold or (ii) have been withdrawn by the Holders (if the Company has effected three (3) registrations Holders have not elected to bear the Registration Expenses pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of Section 2.4 hereof and would, absent such request; providedelection, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply have been required to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until bear such time as the applicable registration statement has been declared effective expenses by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(gSection 2.4).

Limitations on Registration. The Company shall not be obligated required to effect, or to take any action to effect, any --------------------------- file a registration statement pursuant to Subsection this Section 2.1(a) which would become effective within (i) with respect to a Deerfield Demand Request, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such requestHoldback Period, or (iii) during such shorter period as agreed to by the period within ninety (90) days after lead managing underwriter for the Company's Initial Public Offering, following the effective date of any other previously effective a registration statement filed by the Company with the Commission pertaining to an Initial Public Offering for an underwritten offering the account of the Company, provided that no other holder of the Company's securities pursuant shall have been permitted to participate in such Initial Public Offering, or (ii) 120 days following the effective date of a Company-initiated registration statement (other than an Excluded Registrationa registration statement filed on Form S-4 or S-8) filed by the Company with the Commission pertaining to any subsequent Public Offering for the account of the Company or for an offering another holder of securities initiated by a Demand Requestof the Company if the Joint Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (ivb) if it would violate any restriction or prohibition requested by any managing underwriter for the Holders initiating such Demand Request propose Company's Initial Public Offering. In no event shall the Company be required to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any effect more than one (1) registration pursuant to Subsection 2.1(bSection 2.1.1 and one (1) registration pursuant to Section 2.1.2. Notwithstanding the foregoing, if, in the good faith determination of the Company's Board of Directors, a registration would adversely affect certain activities of the Company to the material detriment of the Company, then the Company may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Company's receipt of the Demand or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) during the for a period that is of thirty (30) days before after the Company’s good faith estimate Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the date of filing ofrights hereunder shall be pari pasu) or prior to a registered Public Offering by ---- ---- the Company (other than such a Public Offering by the Company on Form S-4 or S- 8), and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if to effect a registration under Section 2. 1.1 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari pasu) or prior to a registered Public ---- ---- Offering by the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of other than such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective a Public Offering by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(gon Form S-4 or S-8).

Limitations on Registration. The Company 2.3.1 In no event shall not the Trust be obligated required to effect, or to take any action to effect, any effect more than one (1) registration pursuant to Subsection 2.1(aSection 2.1 and more than one (1) registration of the Preferred Registrable Securities and one (i1) with respect registration of the Common Registrable Securities (which, if so requested by the Majority Investors may be satisfied in one joint registration) pursuant to a Deerfield Demand RequestSection 2.2. 2.3.2 Notwithstanding anything herein, if the Company has effected three (3) registrations Trust reasonably believes that the filing of a registration statement with the SEC would adversely affect the contemplated activities of the Trust, then the Trust may postpone the filing of the applicable registration statement, require that the Investors not effect offers and sales pursuant to Subsection 2.1(aan effective registration statement or otherwise suspend its obligation to amend, modify or update a filed registration statement, for a period not in excess of 90 days in any 365-day period (or, in the event the filing any such postponement is in connection with a proposed underwritten public offering of the Trust's securities, for such longer period (not to exceed an additional 30 days) within as may be reasonably requested by the twelve (12) month period immediately preceding the date of managing underwriter for such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Requestproposed offering). 2.3.3 Notwithstanding anything herein, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after the effective date of any other previously effective registration statement for an underwritten offering of securities pursuant to a Company-initiated registration (other than an Excluded Registration) or for an offering of securities initiated by a Demand Request, or (iv) if the Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), this Agreement would require the Trust to include in which case a filing with the SEC financial statements of probable or completed acquisitions in order that such withdrawn registration statement be in compliance with rules and regulations of the SEC, then the Trust may delay the filing of such registration statement until it has included the requisite financial statements (including any necessary pro forma financial information) in a filing with the SEC. The Trust shall use its commercially reasonable efforts to file such financial statements as soon as practicable. 2.3.4 The Trust shall not be counted required to file a registration statement pursuant to Section 2.2 which would become effective within 180 days following the effective date of a registration statement (other than a registration statement filed on Form S-4 or S-8) filed by the Trust with the SEC pertaining to any public offering for the account of any Investor. 2.3.5 Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Trust under this Section 2 shall terminate at such time as “effected” none of the Investors beneficially own (which, for purposes of this Subsection 2.1(g); providedAgreement shall be determined with reference to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(g)amended) Registrable Securities.

Limitations on Registration. The Company Notwithstanding any provision of this Agreement, the Corporation shall not be obligated to effect, or to take any action to effect, any such registration pursuant to Subsection 2.1(a) this Section 1.3: (i) In any particular jurisdiction in which the Corporation would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Corporation is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) After the Corporation has initiated two (2) such registrations pursuant to Section 1.3 (counting for these purposes only registrations which have been declared or ordered effective); (iii) If the Corporation shall furnish to Holders requesting a registration statement pursuant to this Agreement, a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors of the Corporation, it would be seriously detrimental to the Corporation and its stockholders for such registration statement to be filed at the time requested, and it is therefore necessary to defer the filing of such registration statement, the Corporation shall have the right to defer such filing and notice, as otherwise required under this Agreement, for a period of not more than 180 days after receipt of the request of the Initiating Holders; provided, however, that the Corporation may not utilize this right more than once in any 12 month period; or (iv) During the period starting with the date 60 days prior to the Corporation's good faith estimated date of filing of, and ending on the date 180 days immediately following the effective date of, any registration statement pertaining to securities of the Corporation, including any securities registered pursuant to Section 1.3 (other than a registration of securities in a Rule 145 transaction or with respect to a Deerfield Demand Requeststock or option plan or other employee benefit plan), if provided that the Company has effected three (3) registrations Corporation is actively employing in good faith all reasonable efforts during such period to cause such registration statement to become effective and provided that the Holders of Registrable Securities were entitled to request inclusion of their Registrable Securities to the extent they are otherwise entitled to pursuant to Subsection 2.1(athe terms of this Agreement; (v) within If the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during the period within ninety (90) days after the effective date of any other previously effective registration statement for an underwritten offering of securities pursuant to a Company-initiated registration (other than an Excluded Registration) or for an offering of securities initiated by a Demand Request, or (iv) if the Initiating Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that which may be immediately registered on Form S-3 pursuant to a request made pursuant under Section 1.5 hereof; (vi) If the Initiating Holders do not request that such offering be firmly underwritten by underwriters selected by the Initiating Holders (subject to Subsection 2.1(b). The Company the consent of the Corporation, which consent shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(bunreasonably withheld); (vii) (i) during If the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, Corporation and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not are unable to pay obtain the registration expenses therefor, and forfeit their right commitment of the underwriter described in clause (vi) above to demand a firmly underwrite the offer. The registration statement filed pursuant to Subsection 2.1(b), in which case such withdrawn registration statement shall be counted as “effected” for purposes the request of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may, subject to the provisions of Sections 1.3(d) and 1.13 hereof, include other securities of the Corporation, with respect to which registration rights have been granted, and may withdraw their request include securities of the Corporation sold for registration and such registration will not be counted as “effected” for purposes the account of this Subsection 2.1(g)the Corporation.

Limitations on Registration. The Company shall not be obligated required to effect, or to take any action to effect, any --------------------------- file a registration statement pursuant to Subsection 2.1(a) this Section 2.1 which would become effective within (i) with respect to a Deerfield Demand Request, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request180 days, or (iii) during such shorter period as agreed to by the period within ninety (90) days after lead managing underwriter for the Company's Initial Public Offering, following the effective date of any other previously effective a registration statement filed by the Company with the Commission pertaining to an Initial Public Offering for an underwritten offering the account of the Company, provided that no other holder of the Company's securities pursuant shall have been permitted to participate in such Initial Public Offering, or (ii) 120 days following the effective date of a Company-initiated registration statement (other than an Excluded Registrationa registration statement filed on Form S-4 or S-8) filed by the Company with the Commission pertaining to any subsequent Public Offering for the account of the Company or for an offering another holder of securities initiated by a Demand Requestof the Company if the Stockholders were afforded the opportunity to include all of its Registrable Securities in such subsequent registration pursuant to Section 2.2, or (ivb) if it would violate any restriction or prohibition requested by any managing underwriter for the Holders initiating such Demand Request propose Company's Initial Public Offering. In no event shall the Company be required to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any effect more than one (1) registration pursuant to Subsection 2.1(bSection 2.1.1 and one (1) registration pursuant to Section 2.1.2. Notwithstanding the foregoing, if, in the good faith determination of the Company's Board of Directors, a registration would adversely affect certain activities of the Company to the material detriment of the Company, then the Company may at its option direct that such registration be delayed for a period not in excess of 90 days in the aggregate from the date of the Company's receipt of the Demand or from the first date upon which the Company is required to effect the registration contemplated by Section 2.1.1, as applicable (the "Period of Delay"); provided, however, if there shall occur any such delay in the registration hereunder, then the holders of the Registrable Securities shall be entitled, (i) during the for a period that is of thirty (30) days before after the Company’s good faith estimate Period of Delay, to effect a Demand registration under Section 2.1.2 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the date of filing ofrights hereunder shall be pari ---- pasu) or prior to a registered Public Offering by the Company (other than such a ---- Public Offering by the Company on Form S-4 or S-8), and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if to effect a registration under Section 2. 1.1 prior to any other holder of registration rights (other than SmithKline Xxxxxxx Corporation, its affiliates and their permitted transferees, as to which the rights hereunder shall be pari pasu) or ---- ---- prior to a registered Public Offering by the Company has effected three (3) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of other than such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective a Public Offering by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(g)on Form S-4 or S-8) .

Limitations on Registration. The rights of Buyers pursuant to this Section 5.3 shall be subject to the following limitations: (1) If at any time or from time to time during the effectiveness of the Registration Statement, the Company is engaged in or proposes to engage in a registered public offering of securities of the Company or any other activity which, in the good faith determination of the Board of Directors of the Company, would be adversely affected by offers or sales of the Shares pursuant to the Registration Statement to the detriment of the Company, then Buyers shall, upon the written request of the Company, cease making offers and sales of the Shares pursuant to the Registration Statement (including sales pursuant to Rule 144 under the Securities Act) for the period of time specified by the Company, which period shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) with respect to in the case of a Deerfield Demand Requestregistered public offering, if the Company has effected three (3) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, (ii) with respect to any other Demand Request that is not a Deerfield Demand Request, if the Company has effected two (2) registrations pursuant to Subsection 2.1(a) within the twelve (12) month period immediately preceding the date of such request, or (iii) during exceed the period within ninety (90) beginning ten days after prior to the effective date of the registration statement relating to such offering and ending 120 days after such effective date, and (ii) in case of any other previously effective registration statement for an underwritten offering activity, exceed the period beginning ten days prior to, and ending 120 days after, the date of commencement of such other activity. Buyers agree to enter into such further agreements with the Company or any underwriter of securities pursuant of the Company deemed necessary by the Company or any such underwriter to a Company-initiated registration carry out the purposes of this paragraph (other than an Excluded Registration) or for an offering of securities initiated by a Demand Request, or (iv) if the Holders initiating such Demand Request propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b1). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided time that the Company is actively employing obligated to maintain the effectiveness of the Registration Statement hereunder shall be tolled during the period Buyers must cease making offers and sales of the Shares pursuant to the Company's request under this paragraph (1). (2) The obligations of the Company pursuant to Sections 5.3(a) and (b) shall cease (i) as to Shares sold or otherwise disposed of pursuant to the Registration Statement, or sold or otherwise disposed of in good faith reasonable efforts any manner to cause such registration statement a person which, by virtue of this Section 5.3, is not entitled to become effective the rights provided by this Section 5.3, and complies with its obligations under Subsection 2.2 in connection therewith; or (ii) if as to Shares eligible for sale pursuant to Rule 144 promulgated under the Company has effected three Securities Act, as amended from time to time, or any similar rule that may hereafter be adopted. (3) registrations pursuant In no event shall the Company be obligated to Subsection 2.1(beffect more than one registration of Shares under the Securities Act. (4) within The rights and obligations of Buyers under this Section 5.3 may not be assigned or transferred to any person without the twelve (12) month period immediately preceding the date prior written consent of such request; provided, however, that the limitations on the Company’s obligations set forth in this Subsection 2.1(b)(ii) shall not apply to the filing of any Shelf Registration Statement. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(g) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to demand a registration statement pursuant to Subsection 2.1(b), in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(g); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Subsection 2.1(f), then the Initiating Holders may withdraw their request for registration and such registration will not be counted as “effected” for purposes of this Subsection 2.1(g).