Common use of Qualified Financing Clause in Contracts

Qualified Financing. In the event that the Company consummates an equity financing (except for a financing solely in connection with a business development transaction with a strategic partner or a disposition, transfer or license of the Company’s products or rights) prior to the Maturity Date, in which (i) the Company issues securities that are senior to or pari passu with the Series C Preferred Stock of the Company (the “New Qualified Securities”) and (ii) the aggregate proceeds to the Company (excluding any amounts converted pursuant to this Note or any other Note) equal or exceed $30,000,000 (a “Qualified Financing”), at the option of the Majority Noteholders, the Outstanding Amount shall convert into the number of New Qualified Securities that is equal to (A) the Outstanding Amount divided by (B) the lesser of (1) Base Conversion Price as of the date of such conversion and (2) ninety percent (90%) of the price per New Qualified Security at which the New Qualified Security is sold to investors in the Qualified Financing.” (o) Section 1(d) of the Junior Notes shall be amended and restated in its entirety as follows:

Qualified Financing. In the event that the Company consummates an equity financing (except for a financing solely in connection with a business development transaction with a strategic partner or a disposition, transfer or license of the Company’s products or rights) prior to the Maturity Date, in which (i) the Company issues securities that are senior to or pari passu with the Series C Preferred Stock of the Company (the “New Qualified Securities”) and (ii) the aggregate proceeds to the Company (excluding any amounts converted pursuant to this Note or any other Note) equal or exceed $30,000,000 (a “Qualified Financing”), at the option of the Majority Noteholders, the Outstanding Amount shall automatically convert into the number of New Qualified Securities that is equal to (A) the Outstanding Amount divided by (B) the lesser of (1) Base Conversion Price as of the date of such conversion and (2) ninety percent (90%) of the price per New Qualified Security at which the New Qualified Security is sold to investors in the Qualified Financing.” (o) Section 1(d) of the Junior Notes shall be amended and restated in its entirety as follows: