Common use of Offer Right Clause in Contracts

Offer Right. (a) From July 1, 2003 through October 15, 2003, the Company shall have the right to offer to purchase from the members of the Restricted Group at least three million (3,000,000) shares of Common Stock at a cash purchase price per share representing a ten percent (10%) discount to Market Value. If the Company elects to make the offer pursuant to the preceding sentence, the Company shall deliver a notice of such election (the "Initial Offer Notice") to the Restricted Group. Upon delivery of the Initial Offer Notice, the offer contained therein shall be irrevocable until lapse of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Initial Offer Notice in which to accept or reject the terms of the Initial Offer Notice, provided that the Restricted Group shall only be required to sell three million (3,000,000) shares of Common Stock pursuant to the terms of the Initial Offer Notice in order to be deemed to have accepted the Initial Offer Notice. (b) If the Restricted Group rejects the terms of the Initial Offer Notice (including by failing to accept such terms within such two (2) business day period), the Company shall have the right during the ten (10) business day period thereafter to offer to purchase from the members of the Restricted Group at least three million (3,000,000) shares of Common Stock at a price that is higher than the price offered in the Initial Offer Notice. If the Company elects to make the offer pursuant to the preceding sentence, the Company shall deliver a notice of such election (the "Second Offer Notice" and, together with the Initial Offer Notice, the "Offer Notices") to the Restricted Group. Upon delivery of the Second Offer Notice, the offer contained therein shall be irrevocable until lapse of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Second Offer Notice in which to accept or reject the terms of the Second Offer Notice; provided that the Restricted Group shall only be required to sell three million (3,000,000) shares of Common Stock pursuant to the terms of the Second Offer Notice in order to be deemed to have accepted the Second Offer Notice, and further provided that a failure by the Restricted Group to accept such terms within such two (2) business day period shall be deemed a rejection of such terms. (c) Any acceptance by the Restricted Group of the terms of an Offer Notice shall be irrevocable. The closing of any purchase and sale of shares of Common Stock pursuant to an Offer Notice shall take place at the principal executive offices of the Company at a price and on the date set forth in the applicable Offer Notice, which date shall not be later than two (2) business days following the date of acceptance of such Offer Notice. At such closing, the Company (and/or the Company's designee or designees) shall deliver the purchase price for the shares being purchased by wire transfer of immediately available funds to an account previously identified by BVF, against delivery of certificates representing the number of shares of Common Stock being purchased, together with an instrument signed by or on behalf of each selling stockholder to the effect that such selling stockholder is the owner of the shares being sold, free and clear of all Liens and restrictions, and that the sale has been authorized by all necessary corporate, partnership or limited liability company action, as the case may be, on the part of such selling stockholder. (d) All share amounts referred to in this Section shall be subject to proportionate adjustment in the event of a stock dividend, stock split or similar transaction involving the Common Stock.

Offer Right. (a) From July 1, 2003 through October 15, 2003, Sellers undertake that during the Company shall have the right to offer to purchase from the members First Offer Period any transfer of the Restricted Group at least three million (3,000,000) shares Remaining Shares shall be subject to a first offer right as set forth below: 11.1 Should any holder of Common Stock at a cash purchase price per share representing a ten percent (10%) discount to Market Value. If the Company elects to make the offer pursuant to the preceding sentence, the Company shall deliver a notice of such election Remaining Shares (the "Initial Offer NoticeOfferor") desire to sell, transfer, convey, assign or otherwise dispose of any of the Remaining Shares (the "Offered Shares") it shall first offer the Offered Shares for sale, on such terms and in such manner as hereinafter provided (the "Offer"), to Purchaser. Same terms shall apply, mutatis mutandis, to any sale of Remaining Shares pledged by their holders to the Restricted Groupbenefit of any person and/or entity and/or as a result of a lien thereon. Upon delivery Any purported transaction in the shares in violation of the Initial provisions of this Section 11.1 shall be null and void. 11.2 The Offer Noticeto Purchaser shall be made in writing and shall be provided in accordance with Section 15.12 below, to Purchaser, and a duplicate thereof shall be sent to the Company. 11.3 The Offer shall specify the number of the Offered Shares, their class, the offer contained therein shall be irrevocable until lapse consideration requested per share and a detailed summary of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Initial Offer Notice in which to accept or reject the other material terms of the Initial proposed Offer Notice, provided (including schedule of payments). The consideration for the shares may only be monetary. Seller shall affix on the Offer a distinct label advising the recipient that the Restricted Group Offer is to be accepted within 3 Business Days. 11.4 Purchaser shall only be required have a period of three (3) Business Days from the date the Offer is deemed received to sell three million (3,000,000) shares notify the Offeror of Common Stock pursuant its desire to accept the terms Offer and to purchase all and not less than all of the Initial Offer Offered Shares in accordance with its terms (the "Acceptance Notice"). Should Purchaser abstain from giving an Acceptance Notice in order to within the said 3-Business Day period it shall be conclusively deemed to have accepted rejected the Initial Offer. A partial, conditional or qualified acceptance of the Offer Noticeshall not be deemed an acceptance of the Offer. (b) If the Restricted Group rejects the terms of the Initial Offer Notice (including by failing to accept such terms within such two (2) business day period), the Company shall have the right during the ten (10) business day period thereafter to offer to purchase from the members of the Restricted Group at least three million (3,000,000) shares of Common Stock at a price that is higher than the price offered in the Initial Offer Notice. If the Company elects to make the offer pursuant to the preceding sentence, the Company shall deliver a notice of such election (the "Second Offer Notice" and, together with the Initial Offer Notice, the "Offer Notices") to the Restricted Group. Upon delivery of the Second Offer Notice, the offer contained therein shall be irrevocable until lapse of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Second Offer Notice in which to accept or reject the terms of the Second Offer Notice; provided that the Restricted Group shall only be required to sell three million (3,000,000) shares of Common Stock pursuant to the terms of the Second Offer Notice in order to be deemed to have accepted the Second Offer Notice, and further provided that a failure by the Restricted Group to accept such terms within such two (2) business day period shall be deemed a rejection of such terms. (c) Any acceptance by the Restricted Group of the terms of an Offer Notice shall be irrevocable. 11.5 The closing of any purchase and the transaction for the sale of shares of Common Stock pursuant the Offered Shares by the Offeror to an Offer Notice Purchaser shall take place at the principal executive offices of the Company at a price and on the date set forth in the applicable Offer Notice, which date shall not be later than two fifteenth (215) business days Business Day following the last date of acceptance of such Offer upon which Purchaser may have served its Acceptance Notice. At such closing, the Company Offeror shall sell and transfer the Offered Shares to Purchaser against payment of the consideration specified in the Offer. 11.6 In the event that by the end of the period specified in Section 11.4 above the Offeror shall not have received an Acceptance Notice, the Offeror shall be free to sell the Offered Shares to any third party upon terms which will not be less favorable to Offeror provided that the sale be consummated within seventy five (and/or 75) days thereafter. The Offeror will provide Purchaser with a certified copy of all documentation evidencing the Company's designee or designeessale to the third party, including its terms and conditions, within seven (7) days of the consummation of the sale to the third party in question. 11.7 Notwithstanding all of the above, during the First Offer Period Sellers shall deliver be permitted to sell from the purchase price for the shares being purchased by wire transfer of immediately available funds to an account previously identified by BVF, against delivery of certificates representing the Remaining Shares each calendar quarter a number of shares of Common Stock being purchased, together with an instrument signed by or on behalf of each selling stockholder to the effect that such selling stockholder is the owner constituting no more than 1.00% of the shares entire issued share capital of the Company (the "Permitted Quarterly Amount"). Permitted Quarterly Amounts not used may be aggregated over successive quarters up to a maximum of 3.00% per such quarter, all without being sold, free and clear of all Liens and restrictions, and that the sale has been authorized by all necessary corporate, partnership or limited liability company action, as the case may be, on the part of such selling stockholdersubject to Purchaser's said first offer right. 11.8 Notwithstanding all of the above, during the First Offer Period Sellers shall be permitted to transfer Remaining Shares among themselves and their wholly owned subsidiaries and Isal may transfer Remaining Shares to Isal Amlat Investment (d1993) All share amounts referred Ltd., or any wholly owned subsidiary thereof, without being subject to in Purchaser's said first offer right, provided that before any such transfer is made to a wholly owned subsidiary such subsidiary will undertake to comply with the provisions of this Section shall which undertaking should be subject in form and substance reasonably satisfactory to proportionate adjustment in the event of a stock dividend, stock split or similar transaction involving the Common StockPurchaser.

Offer Right. At least thirty (a30) From July 1days prior to making or seeking to make any Transfer of any Investor Shares (other than in a Public Sale consummated at least one year after the effective date of the Reorganization, 2003 through October 15in a Public Offering, 2003or in an Exempt Transfer), the Company shall have transferring Investor (the right to offer to purchase from the members of the Restricted Group at least three million (3,000,000"Transferring Investor") shares of Common Stock at a cash purchase price per share representing a ten percent (10%) discount to Market Value. If the Company elects to make the offer pursuant to the preceding sentence, the Company shall deliver a written notice of such election (the an "Initial Offer Notice") to the Restricted GroupCompany and, upon receipt thereof the Company shall promptly deliver a copy thereof to each 10% Investor. Upon The Offer Notice shall disclose in reasonable detail the proposed number of Investor Shares to be transferred, the proposed terms and conditions of the Transfer and the identity of the prospective transferee(s) (if known). First, subject to Section 16A, the Company may elect to purchase all or any portion of the Investor Shares specified in the Offer Notice (provided that the Company may not elect to purchase any of such Investor Shares unless all of such Investor Shares offered are purchased by the Company, or the Company and the 10% Investors pursuant to this Section 2B) at the price and on the terms specified therein by delivering written notice of such election to the Transferring Investor and each 10% Investor within twenty (20) days after the delivery of the Initial Offer Notice, the offer contained therein shall be irrevocable until lapse of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Initial Offer Notice in which to accept or reject the terms of the Initial Offer Notice, provided that the Restricted Group shall only be required to sell three million (3,000,000) shares of Common Stock pursuant to the terms of the Initial Offer Notice in order to be deemed to have accepted the Initial Offer Notice. (b) If the Restricted Group rejects the terms of the Initial Offer Notice (including by failing to accept such terms within such two (2) business day period), the Company shall have the right during the ten (10) business day period thereafter to offer to purchase from the members of the Restricted Group at least three million (3,000,000) shares of Common Stock at a price that is higher than the price offered in the Initial Offer Notice. If the Company elects has not elected to make purchase all of the offer pursuant Investor Shares within such twenty-day period, the 10% Investors may elect to purchase all (but not less than all) of such Investor Shares which the Company has not elected to purchase (the "Available Shares") at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the preceding sentenceTransferring Investor as soon as practical, but in any event within thirty (30) days after delivery of the Offer Notice. If the 10% Investors have elected to purchase in the aggregate more than the number of Available Shares, the Available Shares shall be allocated among the 10% Investors electing to purchase shares according to each such Investor's Pro Rata Share or as such 10% Investors electing to purchase such shares may otherwise agree. If the Company or any 10% Investor has elected to purchase Investor Shares from the Transferring Investor, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Investor, but in any event within fifteen days after the expiration of the 30-day period following the delivery to the Company of the Offer Notice (the "Election Period"). If the Company and the 10% Investors have not elected to purchase all of the Investor Shares being offered, the Transferring Investor may, within sixty (60) days after the expiration of the Election Period and subject to the provisions of Section 2C below, transfer all (but not less than all) of such Investor Shares to one or more Persons, at a price no less than the price per share specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to the Company and the 10% Investors in the Offer Notice. In connection with any such Transfer to one or more Persons, the Transferring Investor shall deliver to the Company a duly executed share transfer form, together with a certificate, in form and substance reasonably satisfactory to the Company, stating the name(s) of such Person(s) and the price and other terms of such Transfer, and the Company shall not be obligated to effect such Transfer on it books unless and until it shall have received such certificate. Within thirty (30) days after receipt of such certificate and consummation of the Transfer described therein, the Company shall deliver to each other Investor a notice stating the name of the Transferring Investor, the number of shares Transferred and the price and other terms of such election (the "Second Offer Notice" andTransfer, together as set forth in such certificate. Any Investor Shares not transferred in accordance with the Initial Offer Notice, the "Offer Notices") to the Restricted Group. Upon delivery of the Second Offer Notice, the offer contained therein shall be irrevocable until lapse of the two business-day period referenced in the next sentence. The Restricted Group shall have two (2) business days following the date of delivery of the Second Offer Notice in which to accept or reject the terms of the Second Offer Notice; provided that the Restricted Group shall only be required to sell three million (3,000,000) shares of Common Stock pursuant to the terms of the Second Offer Notice in order to be deemed to have accepted the Second Offer Notice, and further provided that a failure by the Restricted Group to accept such terms foregoing within such two (2) business 60-day period shall be deemed a rejection of such terms. (c) Any acceptance by reoffered to the Restricted Group of Company and the terms of an 10% Investors in accordance with this Section 2B prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be irrevocable. The closing of any purchase and sale of shares of Common Stock pursuant to an Offer Notice shall take place at the principal executive offices payable solely in cash, cash equivalents, other securities of the Company or freely transferable, marketable securities at the closing of the transaction or in installments over time, and no Investor Shares may be pledged without the prior written consent of Investor(s) holding a price and on majority of the date set forth Investor Shares, which consent may be withheld in the applicable Offer Notice, which date shall not be later than two (2) business days following the date of acceptance sole discretion of such Offer NoticeInvestor(s). At such closingA 10% Investor's "Pro Rata Share" means a fraction, the Company (and/or numerator of which is the Company's designee or designees) shall deliver aggregate amount of Investor Shares held by such 10% Investor collectively with its Affiliates, and the purchase price for denominator of which is the shares being purchased by wire transfer of immediately available funds to an account previously identified by BVF, against delivery of certificates representing the aggregate number of shares of Common Stock being purchased, together with an instrument signed by or on behalf of each selling stockholder to the effect that such selling stockholder is the owner of the shares being sold, free and clear of all Liens and restrictions, and that the sale has been authorized Investor Shares held by all necessary corporate, partnership or limited liability company action, as 10% Investors and their respective Affiliates (other than the case may be, on the part of such selling stockholderTransferring Investor). (d) All share amounts referred to in this Section shall be subject to proportionate adjustment in the event of a stock dividend, stock split or similar transaction involving the Common Stock.