Common use of Notice of Other Sale Clause in Contracts

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling Period; provided, however, that such restriction will not apply in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now described in effect or hereafter implementedthe Registration Statement and the Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards described in the Registration Statement and the Prospectus, (iii) modification of any outstanding options, warrants of any rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, acquire Common Shares and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations strategic alliances and other business transactions (including, without limitation, collaborations, licenses or strategic arrangements involving research and/or development activities) occurring after the date of this AgreementAgreement which are not used solely for capital raising purposes; provided, (v) modification of any outstanding optionshowever, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale that the aggregate number of Common Shares, Shares or securities convertible into or exercisable for Common SharesShares (on an as-converted or as-exercised basis, offered and sold as the case may be) that the Company may sell or issue or agree to sell or issue as described in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as this clause (iv) shall not to be integrated with exceed five percent (5%) of the offering total number of shares of Common Shares hereby issued and (vii) for the avoidance of doubt, non-public discussions outstanding prior to giving effect to such issuance or negotiations with respect to any of the foregoingsale.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and Notice; (yii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the suspension by outstanding Common Shares; or (iii) enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, neither the Company will notnor the Operating Partnership will, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling PeriodNotice; provided, however, that such restriction will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this Agreement, Agreement which are not used for capital raising purposes and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the termination or suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares Shares, restricted stock unit awards or other equity awards to acquire Common Stock, or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options options, rights or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, joint ventures, collaborations marketing or strategic arrangements distribution arrangements, collaboration agreements, co-promotion agreements, or intellectual property license agreements occurring after the date of this Agreement, which are not used for capital raising purposes and which aggregate number of Common Shares issued or sold under this subsection (viii), on an as-converted basis, if applicable, shall not exceed 7.5% of the number of Common Shares outstanding immediately prior to giving effect to such sale or issuance, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now that is disclosed in effect or hereafter implemented, the Registration Statement and the Prospectus; (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agent, date an applicable Issuance Notice is delivered; (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures, collaborations collaborations, licensing arrangements, strategic alliances, or strategic manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third-party service arrangements occurring after the date of this AgreementAgreement which are not used primarily for capital raising purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (viii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale; and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this Agreement, Agreement which are not used for capital raising purposes and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling Periodperiod set forth in such Issuance Notice; provided, however, that such restriction will not apply in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter hereinafter approved by the board of directors and implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (viv) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (viivi) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling period set forth in such Issuance Notice, and will not, directly or indirectly, in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares hereunder) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire Common Shares during the Agency Period; provided, however, that such restriction will not apply in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter hereinafter approved by the board of directors and implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA or otherwise in writing to the AgentXXXXX, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the number of Common Shares issued in such issuance shall not exceed 5% of the then currently outstanding Common Shares of the Company, (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (viiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options or other equity awards to purchase or acquire Common Shares or Common Shares issuable upon the exercise or vesting of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, convertible notes, options or other equity awards (iii) modification of any options, warrants, convertible notes or any other rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, acquire Common Shares and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations collaboration agreements or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not issued primarily for capital raising purposes; provided, however, that if any Issuance Notice is pending, the Company will not issue Common Shares pursuant to clause (viv) modification of any outstanding optionsthis Section 4(v) while such Issuance Notice is pending if, warrants of any rights to purchase or acquire Common Sharesfollowing such issuance, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering number of Common Shares hereby and issued or issuable in connection with all such issuances pursuant to clause (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any would exceed 5% of the foregoingaggregate number of the Common Shares outstanding as of the date of this Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to date the Agentapplicable Issuance Notice is delivered, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures, collaborations collaborations, licensing arrangements, strategic alliances, or strategic manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third-party service arrangements occurring after the date of this AgreementAgreement which are not used solely for capital raising purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (viii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as disclosed in the Registration Statement or Prospectus and as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards or rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, Agreement and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the termination or suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA or otherwise in writing to the AgentXXXXX, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, joint ventures, collaborations marketing or strategic arrangements distribution arrangements, collaboration agreements, co-promotion agreements, or intellectual property license agreements occurring after the date of this Agreement, which are not used for capital raising purposes and which aggregate number of Common Shares issued or sold under this subsection (viii), on an as-converted basis, if applicable, shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale or issuance, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the second Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the second Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq New York Stock Exchange rules or other compensation plan of the Company or its subsidiaries, whether now as disclosed in the Registration Statement or Prospectus and as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards or rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, Agreement and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; and (yiii) in any other “at the suspension by market” transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Company Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of such Selling Periodthis Agreement; provided, however, that such restriction will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) modification of any outstanding options, warrants or any rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentacquire Common Shares, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale provided that the aggregate number of Common Shares, Shares issued or underlying such securities convertible into or exercisable exchangeable for Common Shares, offered Shares issued in connection with all such acquisitions and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as other transactions does not to be integrated with exceed 5% of the offering aggregate number of Common Shares hereby outstanding as of the date of such issuance, and (viiv) for issuance of warrants to purchase Common Shares in connection with the avoidance of doubt, non-public discussions or negotiations Company’s term loan facility with respect to any of the foregoingOxford Finance LLC and Silicon Valley Bank.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights equity awards outstanding at the date of this Agreement or issued after the date of this Agreement in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentcompliance with this Section, (iviii) issuance or sale of any securities, Common Shares or securities convertible into or exchangeable for Common Shares in connection with strategic transactions including mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic alliances, manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements occurring after which are not issued solely for capital raising purposes; provided that the date aggregate number of Common Shares issued or sold under this Agreementsubsection (iii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale or issuance, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implementedsubsequently disclosed in the filings by the Company available on EDGAR or otherwise publicly disclosed or disclosed in writing to the Agent, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares and (iv) issuance of Common Shares, (vi) issuance or sale any securities convertible into, or exercisable, or exchangeable for Common Shares, or entering into an agreement to issue Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction, or the acquisition or license of the business, property, technology or other assets of another individual or entity, or the assumption of an employee benefit plan in connection with such a merger or acquisition, provided, however, that the aggregate number of Common Shares, or securities convertible into or exercisable or exchangeable for Common Shares, offered and sold in a privately negotiated transaction that the Company may issue or agree to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as issue pursuant to this clause (iv) shall not to be integrated with exceed 5.0% of the offering of total outstanding Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingimmediately following such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier early of (x) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by date the Company notifies the Agent of the withdrawal of such Selling PeriodIssuance Notice if no Shares were sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, and (viiv) issuance or sale of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common SharesShares as consideration for mergers, offered and sold in a privately negotiated transaction acquisitions, other business combinations, collaboration agreements or strategic alliances occurring after the date of this Agreement which are not issued primarily for capital raising purposes, provided that the aggregate number of shares issued pursuant to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as clause (iv) above shall not to be integrated with exceed 5% of the offering total number of outstanding shares of Common Shares hereby immediately following the issuance and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any sale of the foregoingCommon Shares issued pursuant to clause (iv).

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by date the Company notifies the Agent of the withdrawal of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction pursuant to which the Company (including through another person as agent or principal) offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, subsidiaries whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or equity awards disclosed in filings by the Company available on IDEA EXXXX or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, Shares and (viiv) issuance or sale of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common SharesShares as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customersother business combinations, collaboration agreements or strategic partners or potential strategic partners conducted in a manner so as alliances occurring after the date of this Agreement which are not to be integrated with the offering of Common Shares hereby and (vii) issued primarily for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingcapital raising purposes.

Notice of Other Sale. Without the written consent of the Agent, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice, the Company will not, : (i) directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during and (ii) directly or indirectly enter into any other “at the period beginning on market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the date on which Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any Issuance Notice is delivered rights to purchase or acquire, Common Shares prior to the Agent hereunder and ending on the earlier termination of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling Periodthis Agreement; provided, however, that that, in each case, such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implementedsubsequently disclosed in the filings by the Company available on EDGAR or otherwise publicly disclosed or disclosed in writing to the Agent, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, joint ventures, collaborations marketing or strategic arrangements distribution arrangements, collaboration agreements, co-promotion agreements, or intellectual property license agreements occurring after the date of this Agreement, which are not used for capital raising purposes and which aggregate number of Common Shares issued or sold under this subsection (viii), on an as-converted basis, if applicable, shall not exceed 7.5% of the number of Common Shares outstanding immediately prior to giving effect to such sale or issuance and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Ordinary Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options or other equity awards pursuant to any employee employee, director or director consultant share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) modification of any outstanding options, restricted share units, warrants or any other rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, acquire Ordinary Shares and (iv) issuance or sale of Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares in connection with strategic transactions including mergers, acquisitions, other business combinations, joint ventures, collaborations manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements or strategic arrangements occurring after alliances which are not issued primarily for capital raising purposes; provided that the aggregate number of Ordinary Shares issued in connection with all such strategic transactions does not exceed 5% of the aggregate number of Ordinary Shares outstanding as of the date of this Agreement, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for such issuance. For the avoidance of doubt, non-public discussions the Agent and the Company agree that no issuance or negotiations sale pursuant to subpart (v) of the immediately preceding sentence shall take place during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to any of the foregoingShares sold pursuant to such Issuance Notice.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq New York Stock Exchange rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; or (ii) enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now subsidiaries that is disclosed in effect or hereafter implementedthe Registration Statement and Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (viii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance, and (iv) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder)Shares, warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice Instruction from the Selling Stockholder is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Instruction; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (iA) issuance or sale of Common Shares, options to purchase Common Shares Shares, restricted stock unit awards or other equity awards to acquire Common Shares, or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Stock Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iiiB) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect equity awards or upon exchange, conversion or redemption of securities outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (ivC) modification of any outstanding options, warrants or any rights to purchase or acquire Common Shares, and (D) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, joint ventures, collaborations marketing or strategic arrangements occurring after the date of this Agreementdistributions agreements, (v) modification of any outstanding optionssales agreements, warrants of any rights to purchase or acquire Common Sharesconsulting agreements, (vi) issuance or sale of Common Sharescollaboration agreements, promotion agreements, license agreements, or securities convertible into or exercisable other similar agreements which are not used for Common Sharescapital raising purposes, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with provided that the offering aggregate number of Common Shares hereby and issued or sold under this subsection (viiD) for the avoidance of doubt, non-public discussions or negotiations with respect to any shall not exceed 5% of the foregoingnumber of Common Shares outstanding immediately prior to giving effect to such sale or issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures, collaborations collaborations, licensing arrangements, strategic alliances, or strategic manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third-party service arrangements occurring after the date of this AgreementAgreement which are not used solely for capital raising purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (viii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale; and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) offer, issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiariesSubsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to timeoffer, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the Company outstanding Common Shares; or (iii) enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (iw) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iiix) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect equity awards outstanding at the date of this Agreement or outstanding or subsequently disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, (ivy) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or underlying such securities convertible into or exchangeable for Common Shares issued in connection with all such acquisitions and other transactions does not exceed 5% of the aggregate number of Common Shares outstanding as of the date of such issuance, and (vz) | modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now that is disclosed in effect or hereafter implementedthe Disclosure Documents, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate an applicable Issuance Notice is delivered, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures, collaborations collaborations, licensing arrangements, strategic alliances, or strategic manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third-party service arrangements occurring after the date of this AgreementAgreement which are not used primarily for capital raising purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (viii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now that is disclosed in effect or hereafter implementedthe Registration Statement and the Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by on the Company available third Trading Day immediately prior to the date on IDEA or otherwise in writing which such Issuance Notice is delivered to the Agent, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this Agreement, Agreement which are not principally used for capital raising purposes provided that the aggregate number of shares issued pursuant to this clause (viii) shall not exceed 5% of the total number of outstanding Common Shares at such time and (iv) modification of any outstanding options, warrants of or any other rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares most recently sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards or rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (viiv) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby hereby, provided that the aggregate number of Common Shares issued under this subsection (iv) pursuant to any such arrangement shall not exceed five percent (5%) of the number of Common Shares outstanding immediately prior to giving effect to such issuance, and (viiv) for issuance or sale of Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership) provided that the avoidance aggregate number of doubt, non-public discussions or negotiations with respect Common Shares issued under this subsection (v) pursuant to any such arrangement shall not exceed five percent (5%) of the foregoingnumber of Common Shares outstanding immediately prior to giving effect to such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other similar business combinations, joint venturesventures or strategic alliances and other business transactions (including, without limitation, collaborations or strategic arrangements arrangement involving research and/or development activities) occurring after the date of this Agreement, Agreement which are not used for capital raising purposes and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the AgentXxxxxxxxx LLC and National Bank Financial Inc., the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or Shares, securities convertible into or exchangeable for Common Shares (other than Shares hereunder), or warrants or any other rights to purchase or acquire Common SharesShares (other than Shares hereunder) (each, a "Proposed Transaction"), during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent Agents hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Notice. The Company of such Selling Period; provided, however, that such restriction will not apply directly or indirectly enter into any other "at the market" or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement. Notwithstanding the foregoing, such requirements and restrictions will not be applicable in connection with the Company’s 's (i) issuance or sale of Common Shares, options to purchase Common Shares, equity awards to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq TSX or NYSE rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic alliances or commercial transactions or arrangements occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (viii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such issuance and (iv) modification of any outstanding options, warrants of or any other rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and or (yB) the suspension by date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the Company outstanding Common Shares; or (iii) enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other the compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options options, settlement of restricted stock units or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergersmergers or acquisitions of business, acquisitionsentities, property or other business combinationsassets, joint ventures, collaborations ventures or strategic arrangements occurring after alliances, provided that the date aggregate number of Common Shares issued under this Agreementsubsection (iii) pursuant to any such arrangement shall not exceed five percent (5%) of the number of Common Shares outstanding immediately prior to giving effect to such issuance, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now subsidiary that is disclosed in effect or hereafter implementedthe Registration Statement and Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (viii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance, and (iv) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Ordinary Shares, ADSs or securities convertible into or exchangeable for Common Ordinary Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares or ADSs, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesOrdinary Shares or ADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance Ordinary Shares or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingADSs.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice, provided that if the sale of Shares pursuant to an Issuance Notice is suspended or an Issuance Notice is suspended or terminated, then such period will end on the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant such Issuance Notice prior to such suspension or termination; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesShares (including restricted stock), options to purchase Common Shares Shares, restricted stock units, phantom equity awards or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under the rules of the Nasdaq rules Stock Market or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any or other rights to purchase or acquire Common Shares, (viiv) issuance of Common Shares issuable upon the exercise of participation rights disclosed in the Prospectus (including any documents incorporated by reference therein), (v) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Common Shares hereby hereby, provided that the aggregate number of Common Shares issued under this subsection (v) pursuant to any such arrangement shall not exceed five percent (5%) of the number of Common Shares outstanding immediately prior to giving effect to such issuance; and (viivi) for issuance or sale of Common Shares in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership) provided that the avoidance aggregate number of doubt, non-public discussions or negotiations with respect Common Shares issued under this subsection (vi) pursuant to any such arrangement shall not exceed five percent (5%) of the foregoingnumber of Common Shares outstanding immediately prior to giving effect to such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Ordinary Shares or ADSs or securities convertible into or exchangeable for Common Ordinary Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs, during the period beginning on the Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesOrdinary Shares or ADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, and (iviii) issuance or sale of Common Ordinary Shares or ADSs or securities convertible into or exchangeable for Common Ordinary Shares in connection with or ADSs as consideration for mergers, acquisitions, other business combinations, strategic transactions, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance Ordinary Shares or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingADSs.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Ordinary Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and Notice; (yii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the suspension by outstanding Ordinary Shares; or (iii) enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Ordinary Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Ordinary Shares issuable upon exchange, conversion or redemption of securities or convertible debt, including but not limited to the convertible debt issued pursuant to the Indenture, dated February 16, 2021, by and among the Company, Gamida Cell Inc., and Wilmington Savings Fund Society, FSB or the Loan and Security Agreement, dated December 12, 2022, by and among the Company, Gamida Cell Inc., Wilmington Savings Fund Society, FSB, and Highbridge Tactical Credit Master Fund, L.P. (collectively, the “Highbridge Convertible Debt”), or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agent, date of this Agreement (iviii) issuance or sale of Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares in connection with strategic transactions including mergers, acquisitions, other business combinations, joint ventures, collaborations manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements or strategic arrangements occurring after alliances which are not issued primarily for capital raising purposes; provided that the aggregate number of Ordinary Shares issued in connection with all such strategic transactions does not exceed 5% of the aggregate number of Ordinary Shares outstanding as of the date of this Agreement, such issuance and (viv) modification of any outstanding options, warrants of any warrants, rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Ordinary Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations any existing agreement with respect to any of convertible debt, including the foregoingHighbridge Debt.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations collaborations, licensing arrangements or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (viii) does not exceed 10% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting and settlement of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance issue or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations collaboration agreements or strategic arrangements alliances occurring after the date of this Agreement which are not issued primarily for capital raising purposes; provided, however, that if any Issuance Notice is pending, the Company will not issue Common Shares pursuant to clause (iii) of this Section 4(v) while such Issuance Notice is pending if, following such issuance, the number of Common Shares issued or issuable in connection with all such issuances pursuant to clause (iii) would exceed 10% of the aggregate number of the Common Shares outstanding as of the date of this Agreement, ; and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares most recently sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards or rights in effect or outstanding or and disclosed in filings by the Company available on IDEA or otherwise in writing to Registration Statement and the AgentProspectus, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (viiv) issuance or sale of offer, issue and sell Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, offered and sold in a privately negotiated transaction to vendorsconnection with any merger, customersacquisition or strategic investment (including any joint venture, strategic partners alliance or potential partnership) and (v) offer, issue and sell Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, on an arm’s-length basis to, to any unaffiliated collaborators, patient foundations or organizations, or any other similar parties pursuant to a collaboration, licensing agreement, strategic partners conducted in a manner so as not to be integrated with alliance or similar transaction; provided further, that the offering aggregate number of Common Shares hereby and issued or issuable in accordance with clauses (viiiv) for the avoidance or (v) of doubt, non-public discussions or negotiations with respect to any this paragraph do not exceed 5% of the foregoingnumber of outstanding Common Shares of the Company.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances (each a “Business Transaction”) occurring after the date of this AgreementAgreement which are not used for capital raising purposes; provided, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, in connection with such Business Transaction does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to such Business Transaction and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, and (iii) modification of any outstanding options, warrants of any rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, acquire Common Shares and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with provided that the offering aggregate number of Common Shares hereby and issued or sold under this subsection (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any shall not exceed 5% of the foregoingnumber of Common Shares outstanding immediately prior to giving effect to such sale of issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) modification of any outstanding options, warrants of any rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentacquire Common Shares, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with strategic transactions including joint ventures, manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements which are not issued primarily for capital raising purposes, and (v) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinationscombination, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes; provided, that, in the case of immediately preceding clauses (iv) and (v) modification of any outstanding options), warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale the aggregate number of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common Shares, offered Shares issued in connection with all such acquisitions and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as other transactions does not to be integrated with exceed 5% of the aggregate number of Common Shares outstanding immediately following the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect pursuant to any of the foregoingthis Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implementedsubsequently disclosed in the filings by the Company available on EXXXX or otherwise publicly disclosed or disclosed in writing to the Agent, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, and (viiv) issuance issue Common Shares, or sale any securities convertible into, or exercisable, or exchangeable for Common Shares, or enter into an agreement to issue Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction, or the acquisition or license of the business, property, technology or other assets of another individual or entity, or the assumption of an employee benefit plan in connection with such a merger or acquisition, provided, however, that the aggregate number of Common Shares, or securities convertible into or exercisable or exchangeable for Common Shares, offered and sold in a privately negotiated transaction that the Company may issue or agree to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as issue pursuant to this clause (iv) shall not to be integrated with exceed 5.0% of the offering of total outstanding Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingimmediately following such issuance.

Notice of Other Sale. Without the written consent of the AgentAgent as promptly as reasonably possible beforehand, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and Notice; will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee employee, consultant or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiariesSubsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, including the 2015 Equity Incentive Plan, as amended, and the Amended and Restated 2016 Stock Option Plan for Non-Employee Directors (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and (y) will not directly or indirectly enter into any other “at the suspension by market” or continuous equity transaction pursuant to which the Company offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares; provided that, in the case of immediately preceding clauses (viiii) issuance or sale and (iv), the aggregate number of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common Shares, offered Shares issued in connection with all such acquisitions and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as other transactions does not to be integrated with exceed 5% of the aggregate number of Common Shares outstanding immediately following the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect pursuant to any of the foregoingthis Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights equity awards outstanding at the date of this Agreement, and (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in effect connection with strategic transactions including joint ventures, manufacturing, marketing, sponsored research, collaboration, license or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentdistribution arrangements which are not issued primarily for capital raising purposes, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, and (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares; provided that, in the case of immediately preceding clauses (viiii) issuance or sale and (iv), the aggregate number of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common Shares, offered Shares issued in connection with all such acquisitions and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as other transactions does not to be integrated with exceed 5% of the aggregate number of Common Shares outstanding immediately following the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect pursuant to any of the foregoingthis Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; (iii) submit or file any registration statement under the Securities Act in respect of any Common Shares (other than on Form S-8 or as contemplated by this Agreement with respect to the Shares), or (iv) publicly announce the intention of doing any of the foregoing, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in effect or outstanding or disclosed in filings by satisfaction of interest payment obligations on the Company available on IDEA or otherwise in writing to the AgentCompany’s 6 7/8% convertible notes due 2022, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (iv) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance or (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; (iii) submit or file any registration statement under the Securities Act or any prospectus under Canadian Securities Laws in respect of any Common Shares (other than on Form S-8 or as contemplated by this Agreement with respect to the Shares), or (iv) publicly announce the intention of doing any of the foregoing, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (viii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesShares (including for the avoidance of doubt any sales pursuant to any “equity line” entered into with Lincoln Park Capital Fund, LLC, Aspire Capital Fund, LLC or any other third party), during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement or any Common Shares sold pursuant to any “equity line” including those entered into with Lincoln Park Capital Fund, LLC and Aspire Capital Fund, LLC) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implementedas such plan may be amended, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and Notice; (yii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the suspension by outstanding Common Shares; or (iii) enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Stock or securities convertible into or exchangeable for Common Stock in effect connection with strategic transactions including joint ventures, manufacturing, marketing, sponsored research, collaboration, license or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentdistribution arrangements which are not issued primarily for capital raising purposes, (iv) issuance or sale of Common Shares Stock or securities convertible into or exchangeable for Common Shares in connection with Stock as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, and (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares; provided, (vi) issuance or sale however, that the aggregate number of Common SharesStock issued, or issuable pursuant to the conversion or exchange of securities convertible into or exercisable exchangeable for Common SharesStock, offered under subsections (iii) and sold (iv) do not exceed in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering aggregate 5% of the aggregate number of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions Stock outstanding immediately prior to giving effect to such issuance or negotiations with respect to any of the foregoingsale.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the termination or suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiariesCompany, whether now in effect or hereafter implemented, disclosed in filings by the Company available on XXXXX (or, in the case of an inducement award under Principal Market rules, disclosed by press release), (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA or otherwise in writing to the AgentXXXXX, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances, marketing or distribution arrangements, collaboration agreements, co-promotion agreements or intellectual property license agreements occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided, that the aggregate number of Common Shares issued or issuable does not exceed 5% of the number of Common Shares outstanding on the date of this Agreement and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, indirectly (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, (iii) submit or file any registration statement under the Securities Act in respect of any Common Shares or securities convertible into or exchangeable for Common Shares (other than as contemplated by this Agreement with respect to the Shares), or (iv) publicly announce the intention to do any of the foregoing, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint venturesventures or strategic alliances and other business transactions (including, without limitation, collaborations or strategic arrangements involving research and/or development activities) occurring after the date of this Agreement which are not used for capital raising purposes, provided that, the aggregate number of Common Shares or securities convertible into or exchangeable for Common Shares issued in connection with all such acquisitions and other transactions does not exceed 5% of the aggregate number of Common Shares outstanding immediately following the offering of Shares pursuant to this Agreement, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Ordinary Shares, ADSs or securities convertible into or exchangeable for Common Ordinary Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares or ADSs, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and (y) will not directly or indirectly enter into any other “at the suspension by market” or continuous equity transaction pursuant to which the Company will offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Ordinary Shares or ADSs (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesOrdinary Shares or ADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Ordinary Shares or ADSs or securities convertible into or exchangeable for Common Ordinary Shares in connection with or ADSs as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations collaborations, licensing arrangements or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes; provided that the aggregate number of Ordinary Shares issued or sold under this subsection (iii) shall not exceed 5% of the number of Ordinary Shares outstanding immediately prior to giving effect to such sale or issuance, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance Ordinary Shares or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingADSs.

Notice of Other Sale. Without the written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent Agents hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; and (y) will not effect a stock split, reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the suspension by the Company of such Selling Periodoutstanding Common Shares; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this Agreement, Agreement which are not used for capital raising purposes and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or ADSs or securities convertible into or exchangeable for Common Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesShares or ADSs, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or ADSs (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares or ADSs, warrants or any rights to purchase or acquire, Common Shares or ADSs prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesShares or ADSs, options to purchase Common Shares or ADSs or Common Shares or ADSs issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, including the Company’s 4.50% exchangeable senior notes due 2023, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance Shares or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingADSs.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights equity awards outstanding at the date of this Agreement, and (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in effect connection with strategic transactions including joint ventures or outstanding strategic alliances, manufacturing, marketing, sponsored research, collaboration, license or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentdistribution arrangements which are not issued primarily for capital raising purposes, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitionsacquisition, or other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this AgreementAgreement which are not used for capital raising purposes, and (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares; provided that, in the case of immediately preceding clauses (viiii) issuance or sale and (iv), the aggregate number of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common Shares, offered Shares issued in connection with all such acquisitions and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as other transactions does not to be integrated with exceed 5% of the aggregate number of Common Shares outstanding immediately following the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect pursuant to any of the foregoingthis Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares most recently sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards or rights in effect or outstanding or and disclosed in filings by the Company available on IDEA or otherwise in writing to Registration Statement and the AgentProspectus, and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, (iv) issuance or sale of up to 5% of the outstanding Common Shares Shares, or securities convertible into or exchangeable for Common Shares Shares, immediately prior to giving effect to such issuance or sale, in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, Agent the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s ’s: (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implemented, on the date of this Agreement; (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, ; and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling PeriodNotice; provided, however, that such restriction restrictions in clauses (i) and (ii) above will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (viii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares. In addition, without the written consent of the Agent, the Company will not, directly or indirectly, enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (viother than the Shares offered pursuant to this Agreement) issuance or sale of Common Shares, or securities convertible into or exercisable exchangeable for Common Shares, offered and sold in a privately negotiated transaction warrants or any rights to vendorspurchase or acquire, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for in connection with such “at the avoidance market” or continuous equity transactions prior to the termination of doubt, non-public discussions or negotiations with respect to any of the foregoingthis Agreement.

Notice of Other Sale. Without the written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Ordinary Shares, ADSs or securities convertible into or exchangeable for Common Ordinary Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs, during the period beginning on the Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent Agents hereunder and ending on the earlier of the Trading Day immediately following: (xA) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice, and (yB) the suspension by date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Ordinary Shares or ADSs (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with any Ordinary Shares or other securities of the Company’s Company issued or issuable (i) issuance under Company Share Plans, as in effect on the date of this Agreement or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of subsequently disclosed in filings by the Company available on XXXXX or its subsidiaries, whether now otherwise in effect or hereafter implementedwriting to the agent, (ii) as consideration for mergers, acquisitions, other business combinations, strategic alliances, joint ventures, marketing or distribution arrangements, collaboration arrangements, co-promotion agreements, intellectual property license agreements, or offered and sold in privately negotiated transactions with vendors, strategic partners or potential strategic partners occurring after the date of this Agreement which are not used for capital raising purposes, provided that the aggregate number of the shares issued pursuant to clause (ii) shall not exceed more than five percent (5%) of the total number of outstanding Ordinary Shares immediately prior to such issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Ordinary Shares, ADSs or securities convertible into or exchangeable for Common Ordinary Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs, during the period beginning on the second Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) second Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice (unless earlier terminated); and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Ordinary Shares, ADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights equity awards or the settlement of restricted stock units (in effect or outstanding or each case, including upon net exercise) disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, ; (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, Ordinary Shares or ADSs; and (viiv) issuance of Ordinary Shares or sale of Common Shares, ADSs or securities convertible into or exercisable for Common SharesOrdinary Shares or ADSs issued in connection with a transaction with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, offered and sold in marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a privately negotiated transaction to vendors, customers, strategic partners majority or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any controlling portion of the foregoingequity of another entity; provided that the aggregate number of Ordinary Shares or ADSs or securities convertible into or exercisable for Ordinary Shares or ADSs issued pursuant to this clause (iv) shall not exceed five percent (5.0%) of the total number of outstanding Ordinary Shares outstanding immediately prior to giving effect to such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and or (yB) the suspension by date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes provided that the aggregate number of shares issued pursuant to this clause (iii) shall not exceed 5% of the total number of outstanding Common Shares at such time, and (viv) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the first Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) first Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the applicable rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or ADSs or securities convertible into or exchangeable for Common Shares or ADSs (other than Shares ADSs hereunder), warrants or any rights to purchase or acquire Common SharesShares or ADSs, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares or ADSs, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares ADSs sold pursuant to such Issuance Notice Notice; and (y) will not directly or indirectly enter into any other “at the suspension by market” or continuous equity transaction pursuant to which the Company offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of such Selling Periodany Common Shares or ADSs (other than the ADSs offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares or ADSs, warrants or any rights to purchase or acquire, Common Shares or ADSs prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common SharesShares or ADSs, options to purchase Common Shares or ADSs or Common Shares or ADSs issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares Shares, ADSs or securities convertible into or exchangeable for Common Shares in connection with or ADSs as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common SharesShares or ADSs; provided, however, that in the case of clause (vi) issuance or sale of iii), such Common Shares, ADS or securities convertible into or exercisable for Common Sharessecurities, offered and sold on an as-converted basis, shall not in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering aggregate exceed 5% of the Company’s outstanding Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingfollowing such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xi) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and or (yii) the Trading Day after the date that Company or Agent provide notice of suspension by of sale of shares pursuant to Section 3(b)(vi); and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise or settlement of options options, restricted stock unit awards or other equity awards pursuant to any employee employee, consultant or director share stock option, incentive or benefit plan, share stock purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award or inducement award plan under Nasdaq rules or other compensation plan plans of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting or settlement of warrants, options options, restricted stock units awards or other rights in effect or outstanding or equity awards disclosed in filings by the Company available on IDEA EDGAR, (iii) modification of any outstanding options, restricted stock units awards, warrants or otherwise in writing of any other rights to the Agent, purchase or acquire Common Shares and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations collaboration agreements or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not issued primarily for capital raising purposes; provided, (v) modification of any outstanding optionshowever, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale that the aggregate number of Common Shares, or securities convertible into or exercisable exchangeable for Common Shares, offered and sold in a privately negotiated transaction that the Company may issue or agree to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as issue pursuant to this clause (iv) shall not to be integrated with exceed 5% of the offering aggregate number of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect outstanding immediately prior to any of the foregoinggiving effect to such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Ordinary Shares, ADSs or securities convertible into or exchangeable for Common Ordinary Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesOrdinary Shares or ADSs, or effect a reverse share split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares or ADSs, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares or ADSs (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares or ADSs, warrants or any rights to purchase or acquire, Ordinary Shares or ADSs prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesOrdinary Shares or ADSs, options to purchase Common Ordinary Shares or Common ADSs or Ordinary Shares or ADSs issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance Ordinary Shares or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingADSs.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, not (i) directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares hereunder) or securities convertible into or exchangeable for Common Shares (other than Shares hereunder)Shares, warrants or any rights to purchase or acquire acquire, Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares during the period beginning on the first Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) first Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) or, if the suspension Issuance Notice has been terminated or suspended prior to the sale of all Shares covered by an Issuance Notice, the Company date of such Selling Periodsuspension or termination); or (ii) directly or indirectly, enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (iA) issuance or sale of Common Shares pursuant to this Agreement; (B) issuance or sale of Common Shares, options equity awards to purchase or receive Common Shares Shares, or Common Shares issuable upon the exercise or vesting of options or other equity awards pursuant to any employee employee, consultant or director share stock option, incentive or benefit benefits plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award awards under Nasdaq Principal Market rules or other compensation plan plans of the Company or its subsidiaries, whether now subsidiaries as may be in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, ; (iiiC) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities (including exchangeable shares issued by Zymeworks ExchangeCo Ltd.) or the exercise or vesting of warrants, options or other equity awards as may be outstanding from time to time; (D) modification of any outstanding equity awards, warrants or any rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, acquire Common Shares and (ivE) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations combinations or strategic arrangements occurring after the date of this Agreementalliances, (v) modification of any outstanding options, warrants of any rights to purchase licenses or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingcollaborations.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares most recently sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements occurring after the date of this Agreement, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Sharesalliances, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to transactions with vendors, customers, strategic partners or potential strategic partners conducted in a manner so as partners, occurring after the date of this Agreement which are not to be integrated with used for capital raising purposes, provided that the offering aggregate number of Common Shares hereby issued or sold under this subsection (iii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale or issuance, and (viiiv) for the avoidance modification of doubtany outstanding options, non-public discussions warrants or negotiations with respect any rights to any of the foregoingpurchase or acquire Common Shares.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or ADSs or securities convertible into or exchangeable for Common Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesShares or ADSs, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares or ADSs, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or ADSs (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares or ADSs, warrants or any rights to purchase or acquire, Common Shares or ADSs prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesShares or ADSs, options to purchase Common Shares or ADSs or Common Shares or ADSs issuable upon the exercise of options options, warrants, including share warrants (BSA) or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrantswarrants (including share warrants (BSA)), options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance Shares or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingADSs.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Ordinary Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Ordinary Shares, options to purchase Common Shares Ordinary Shares, restricted share units or Common other equity awards, or Ordinary Shares issuable upon the exercise of options or other equity awards or the vesting of restricted share units pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term or equity incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of its Principal Market or other compensation plan of the Company or its subsidiariesSubsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares as consideration for mergers, acquisitions, joint ventures, collaborations, licensing agreements, other business combinations or strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes, (iv) modification of any outstanding options, restricted share units, warrants or any other rights to purchase or acquire Ordinary Shares and (v) issuance or sale of Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares in connection with strategic transactions including mergers, acquisitions, other business combinations, joint ventures, collaborations manufacturing, marketing, sponsored research, collaboration, license or distribution arrangements or strategic arrangements occurring after alliances which are not issued primarily for capital raising purposes; provided that the aggregate number of Ordinary Shares issued in connection with all such strategic transactions does not exceed 5% of the aggregate number of Ordinary Shares outstanding as of the date of this Agreement, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for such issuance. For the avoidance of doubt, non-public discussions the Agent and the Company agree that no issuance or negotiations sale pursuant to subpart (v) of the immediately preceding sentence shall take place during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the Settlement Date with respect to any of the foregoingShares sold pursuant to such Issuance Notice.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the termination or suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, disclosed in filings by the Company available on XXXXX (or, in the case of an inducement award under Principal Market rules, disclosed by press release), (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA or otherwise in writing to the AgentXXXXX, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances, marketing or distribution arrangements, collaboration agreements, co-promotion agreements or intellectual property license agreements occurring after the date of this Agreement which are not used for capital raising purposes, provided, that the aggregate number of Common Shares issued or issuable does not exceed 5% of the number of Common Shares outstanding on the date of this Agreement, and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date that such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; or (ii) enter into any other “at the Company market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now subsidiaries that is disclosed in effect or hereafter implementedthe Registration Statement and the Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by date the Company notifies the Agent of the withdrawal of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer pursuant to which the Company (including through another person as agent or principal) offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee employee, consultant or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under ​ ​ ​ Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or equity awards disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, (iii) modification of any outstanding options, warrants or any rights to purchase or acquire Common Shares, and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations collaboration agreements or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not issued primarily for capital raising purposes; provided, however, that if any Issuance Notice is pending, the Company will not issue Common Shares pursuant to clause (viv) modification of any outstanding optionsthis Section 4(v) while such Issuance Notice is pending if, warrants of any rights to purchase or acquire Common Sharesfollowing such issuance, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering number of Common Shares hereby and issued or issuable in connection with all such issuances pursuant to clause (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any would exceed 5% of the foregoingaggregate number of the Common Shares outstanding as of the date of this Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) or the termination or suspension by the Company of such Selling PeriodIssuance Notice); (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; or (iii) enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Stock Market rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, joint ventures, collaborations marketing or strategic arrangements distribution arrangements, collaboration agreements, co-promotion agreements, or intellectual property license agreements occurring after the date of this Agreement, which are not used for capital raising purposes and which number of Common Shares pursuant to any such issuance and sale under this clause (viii) shall not exceed 0.99% of the number of Common Shares outstanding immediately prior to giving effect to such sale or issuance, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the AgentAgents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for shares of Common Shares Stock (other than Shares hereunder), warrants or any rights to purchase or acquire shares of Common SharesStock, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the an Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of shares of Common SharesStock, options to purchase shares of Common Shares Stock or shares of Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implementedotherwise described in the Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale shares of Common Shares Stock issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights equity awards outstanding at the date of this Agreement or described in effect or outstanding or disclosed in filings by the Company available on IDEA Prospectus or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after Agents prior to the date of this Agreementthe applicable Issuance Notice, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale shares of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby Stock and (viiiv) for the avoidance issuance of doubtsecurities in connection with an acquisition, non-public discussions merger, sale or negotiations with respect to any purchase of the foregoingassets or other business combination or strategic transactions.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Ordinary Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) second Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by the Company of such Selling PeriodNotice; provided, however, that such restriction will not apply be required in connection with the Company’s (i) issuance or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this Agreement, Agreement which are not used for capital raising purposes and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Ordinary Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s ’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the applicable rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implemented, subsequently disclosed in filings by the Company available on EXXXX, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect securities outstanding at the of this Agreement or outstanding or subsequently disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, EXXXX, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, and (viiv) issuance or sale of Common SharesShares in connection with an acquisition, joint venture, commercial or securities convertible into collaborative relationship or exercisable for Common Sharesthe acquisition or license by the Company of the securities, offered and sold business, property or other assets of another person or entity or pursuant to any employee benefit plan as assumed by the Company in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated connection with any such acquisition (provided that the offering aggregate number of Common Shares hereby and that the Company may issue or sell pursuant to this clause (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any shall not exceed 5% of the foregoingtotal number of Common Shares issued and outstanding immediately prior to such issuance or sale).

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee employee, consultant, service provider or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this Agreement, Agreement which are not used for capital raising purposes and (viv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date an applicable Issuance Notice is delivered, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to date the Agentapplicable Issuance Notice is delivered, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures, collaborations collaborations, licensing arrangements, strategic alliances, or strategic manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third-party service arrangements occurring after the date of this AgreementAgreement which are not used solely for capital raising purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (viii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of third (x3rd) Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by sixtieth (60th) day immediately following the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, strategic alliances and other business transactions (including, without limitation, collaborations or strategic arrangements involving research and/or development activities) occurring after the date of this AgreementAgreement which are not used for capital raising purposes; provided that the aggregate number of Common Shares issued or sold under this subsection (iii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance, (viv) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, Shares and (viv) issuance or sale of Common SharesShares pursuant to the Investor Rights Agreement. Notwithstanding the foregoing, nothing contained herein shall prevent the Company from entering into a replacement of the Aspire Agreement with Aspire or securities convertible into or exercisable for Common Sharesits affiliates following the termination of the Aspire Agreement; provided, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations that the Company shall be subject to the same obligations under this Section 4(v) with respect to any sales or dispositions of Common Shares under such replacement agreement as it is under with respect to the foregoingAspire Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) modification of any outstanding options, warrants of any rights in effect to purchase or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentacquire Common Shares, and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, (v) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with provided that the offering aggregate number of Common Shares hereby and issued or sold under this subsection (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any shall not exceed 5% of the foregoingnumber of Common Shares outstanding immediately prior to giving effect to such sale or issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and (y) will not directly or indirectly enter into any other “at the suspension by market” or continuous equity transaction offer pursuant to which the Company (including through another person as agent or principal) offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (ia) issuance or sale of Common Shares, options to purchase Common Shares Shares, restricted stock units, performance units or Common Shares issuable upon the exercise of options options, settlement of restricted stock units or other equity awards pursuant to any employee employee, consultant or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now that is disclosed in effect or hereafter implementedthe Registration Statement and the Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iiib) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA or otherwise in writing to Registration Statement and the AgentProspectus, (ivc) issuance modification of any outstanding options, warrants or sale of any rights to purchase or acquire Common Shares, (d) Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, collaboration agreements, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this Agreement, which are not issued primarily for capital raising purposes and (ve) modification filing of any outstanding optionsregistration statement filed for the purpose of registering Common Shares for resale, warrants consistent with the Stockholders Agreement dated July 25, 2017 between Cellectis S.A. and Calyxt, Inc., or any actions taken in furtherance of any rights to purchase or acquire Common Shares, (vi) issuance offer or sale contemplated by such agreement or the plan of distribution set forth in such registration statement, provided, however, that if any Issuance Notice is pending, the Company will not issue Common SharesShares pursuant to clause (d) of this Section 4(v) while such Issuance Notice is pending if, or securities convertible into or exercisable for Common Sharesfollowing such issuance, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering number of Common Shares hereby and issuable in connection with all such issuances pursuant to clause (viid) for the avoidance of doubt, non-public discussions or negotiations with respect to any would exceed 5% of the foregoingaggregate number of Common Shares outstanding immediately prior to giving effect to such issuance .

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by date the Company notifies the Agent of the withdrawal of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction pursuant to which the Company (including through another person as agent or principal) offers to sell, sells, contracts to sell, grants any option to sell or otherwise disposes of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or equity awards disclosed in filings by the Company available on IDEA EXXXX or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, and (viiv) issuance or sale of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common SharesShares as consideration for mergers, offered and sold in a privately negotiated transaction acquisitions, other business combinations, collaboration agreements or strategic alliances occurring after the date of this Agreement which are not issued primarily for capital raising purposes; provided, however, that if any Issuance Notice is pending, the Company will not issue Common Shares pursuant to vendorsclause (iv) of this Section 4(v) while such Issuance Notice is pending if, customersfollowing such issuance, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering number of Common Shares hereby and issued or issuable in connection with all such issuances pursuant to clause (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any would exceed 5% of the foregoingaggregate number of shares of Common Stock outstanding as of the date of this Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares Stock or securities convertible into or exchangeable for Common Shares Stock (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesStock, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the termination or suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common SharesStock, options to purchase Common Shares Stock or Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now in effect or hereafter implemented, disclosed in filings by the Company available on XXXXX (or, in the case of an inducement award under Principal Market rules, disclosed by press release), (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares Stock issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA or otherwise in writing to the AgentXXXXX, (iviii) issuance or sale of Common Shares Stock or securities convertible into or exchangeable for Common Shares in connection with Stock as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances, marketing or distribution agreements, collaboration agreements, co-promotion agreements or intellectual property license agreements occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided, that the aggregate number of shares of Common Stock issued or issuable does not exceed 5% of the number of shares of Common Stock outstanding on the date of this Agreement and (viv) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingStock.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date such Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the Company market” or continuous equity transaction to offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be applicable in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, whether now subsidiaries that is disclosed in effect or hereafter implementedthe Registration Statement and Prospectus, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by at the Company available on IDEA or otherwise in writing to the Agentdate of this Agreement, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or sold under this subsection (viii) shall not exceed 5% of the number of Common Shares outstanding immediately prior to giving effect to such sale of issuance, and (iv) modification of any outstanding options, warrants of or any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implementedsubsequently disclosed in the filings by the Company available on XXXXX or otherwise publicly disclosed or disclosed in writing to Agent, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, and (viiv) issuance issue Common Shares, or sale any securities convertible into, or exercisable, or exchangeable for Common Shares, or enter into an agreement to issue Common Shares, or any securities convertible into or exercisable or exchangeable for Common Shares, in connection with any merger, joint venture, strategic alliance, commercial or other collaborative transaction, or the acquisition or license of the business, property, technology or other assets of another individual or entity, or the assumption of an employee benefit plan in connection with such a merger or acquisition, provided, however, that the aggregate number of Common Shares, or securities convertible into or exercisable or exchangeable for Common Shares, offered and sold in a privately negotiated transaction that the Company may issue or agree to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as issue pursuant to this clause (iv) shall not to be integrated with exceed 5.0% of the offering of total outstanding Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingimmediately following such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Ordinary Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Ordinary Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the suspension by date the Company notifies the Agent of the withdrawal of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or equity awards disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Ordinary Shares, and (viiv) issuance or sale of Common Shares, Ordinary Shares or securities convertible into or exercisable exchangeable for Common SharesOrdinary Shares as consideration for mergers, offered and sold acquisitions, other business combinations, collaboration agreements or strategic alliances occurring after the date of this Agreement that are not issued primarily for capital raising purposes; provided, however, that if any Issuance Notice is pending, the Company will not issue Ordinary Shares pursuant to clause (iv) of this Section 4(v) while such Issuance Notice is pending if, following such issuance, the number of Ordinary Shares issued or issuable in a privately negotiated transaction connection with all such issuances pursuant to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and clause (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any would exceed 5% of the foregoingaggregate number of the Ordinary Shares outstanding as of the date of this Agreement.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice or (B) the date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; and (yii) enter into any other “at the suspension by market” or continuous equity transaction pursuant to which the Company offers to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implementedas subsequently described in a Prospectus or the documents incorporated therein by reference, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common SharesShares and (iv) Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, (vi) issuance acquisitions, other business combinations, collaboration agreements, joint ventures or sale strategic alliances occurring after the date of this Agreement that are not issued primarily for capital raising purposes, provided, however, that the aggregate number of Common Shares, or securities convertible into or exercisable or exchangeable for Common Shares, offered and sold in a privately negotiated transaction that the Company may issue or agree to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as issue pursuant to this clause (iv) shall not to be integrated with exceed 5.0% of the offering of total outstanding Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoingimmediately following such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the third Trading Day immediately following the earlier of (x) the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (y) the termination or suspension by the Company of such Selling PeriodIssuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding at the date of this Agreement or disclosed in filings by the Company available on IDEA EXXXX or otherwise in writing to the Agent, (iviii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinationscombinations or strategic alliances, joint ventures, collaborations marketing or strategic arrangements distribution arrangements, collaboration agreements, co-promotion agreements, or intellectual property license agreements occurring after the date of this Agreement, which are not used for capital raising purposes and which aggregate number of Common Shares issued or sold under this subsection (viii), on an as-converted basis, if applicable, shall not exceed 7.5% of the number of Common Shares outstanding immediately prior to giving effect to such sale or issuance and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares Shares, restricted stock unit awards or other equity awards to acquire Common Shares, or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing, pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, and (viiv) issuance or sale of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common SharesShares as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customersother business combinations or strategic alliances, strategic partners joint ventures, marketing or potential strategic partners conducted in a manner so as distributions agreements, sales agreements, consulting agreements, collaboration agreements, promotion agreements, license agreements, or other similar agreements which are not to be integrated with used for capital raising purposes, provided that the offering aggregate number of Common Shares hereby and issued or sold under this subsection (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any shall not exceed 5% of the foregoingnumber of Common Shares outstanding immediately prior to giving effect to such sale of issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiariesSubsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or equity awards outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards or rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agent, (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after at the date of this Agreement, and (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (x) third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (yother than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the suspension by the Company termination of such Selling Periodthis Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (i) issuance or sale of Common Shares, options or other equity awards to purchase or acquire Common Shares or Common Shares issuable upon the exercise or vesting of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq rules or other compensation plan of the Company or its subsidiaries, whether now as in effect on the date of this Agreement or hereafter implemented, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, convertible notes, options or other rights in effect or outstanding or disclosed in filings by the Company available on IDEA or otherwise in writing to the Agentequity awards, and (iv) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with mergers, acquisitions, other business combinations, joint ventures, collaborations or strategic arrangements occurring after the date of this Agreement, (viii) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, Shares and (viiv) issuance or sale of Common Shares, Shares or securities convertible into or exercisable exchangeable for Common SharesShares as consideration for mergers, offered and sold in a privately negotiated transaction to vendorsacquisitions, customersother business combinations, collaboration agreements or strategic partners or potential strategic partners conducted in a manner so as alliances occurring after the date of this Agreement that are not to be integrated with issued primarily for capital raising purposes; provided, however, that the offering number of Common Shares hereby and that the Company may issue pursuant this clause (viiiv) for the avoidance of doubt, non-public discussions or negotiations with respect to any shall not exceed 10% of the foregoingaggregate number of the Common Shares outstanding immediately following such issuance.

Notice of Other Sale. Without the written consent of the Agent, the Company will not, directly or indirectly, (i) offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to the Agent hereunder and ending on the earlier of (xA) the third Trading Day immediately following the Settlement Date with respect to Shares sold pursuant to such Issuance Notice and (yB) the suspension by date an Issuance Notice is cancelled if no Shares have been sold pursuant to such Issuance Notice; (ii) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the Company outstanding Common Shares; or (iii) enter into any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of such Selling Periodany Common Shares (other than the Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the termination of this Agreement; provided, however, that such restriction restrictions will not apply be required in connection with the Company’s (iw) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under Nasdaq Principal Market rules or other compensation plan of the Company or its subsidiaries, whether now as in effect or hereafter implementedon the date of this Agreement, (ii) issuance or sale of Common Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, (iiix) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect equity awards outstanding at the date of this Agreement or outstanding or subsequently disclosed in filings by the Company available on IDEA XXXXX or otherwise in writing to the Agent, (ivy) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares in connection with as consideration for mergers, acquisitions, other business combinations, joint ventures, collaborations ventures or strategic arrangements alliances occurring after the date of this AgreementAgreement which are not used for capital raising purposes, provided that the aggregate number of Common Shares issued or underlying such securities convertible into or exchangeable for Common Shares issued in connection with all such acquisitions and other transactions does not exceed 5% of the aggregate number of Common Shares outstanding as of the date of such issuance, and (vz) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares, (vi) issuance or sale of Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of Common Shares hereby and (vii) for the avoidance of doubt, non-public discussions or negotiations with respect to any of the foregoing.