Common use of Registrations on Form S-3 Clause in Contracts

Registrations on Form S-3. (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,000, and (ii) the Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Shares that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the Corporation’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; provided, that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 11; and (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its shareholders for a registration statement to be filed in the near future, then the Corporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. (a) If (i) the Corporation RXi shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders CytRx that the Corporation RXi file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,000, and (ii) the Corporation RXi is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and RXi shall use its best efforts to cause all Registrable Shares that Holders have CytRx has requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation RXi shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the CorporationRXi’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; providedRXi, provided that the Corporation RXi is actively employing in good faith its best efforts to cause such registration statement to become effective and that the CorporationRXi’s estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation RXi shall not be obligated to effect a registration pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 1111 (or three (3) months where, due to the requirements of the SEC or other factors beyond CytRx’s control, such prior registration included less than all of the Registrable Shares that CytRx requested to be included therein); and (iii) if the Corporation RXi shall furnish to the Holders CytRx a certificate signed by the President of the Corporation RXi stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation RXi or its shareholders for a registration statement to be filed in the near future, then the CorporationRXi’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days; provided, however, that the Corporation RXi shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ CytRx’s rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this AgreementExhibit.

Registrations on Form S-3. (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,0003,000,000, and (ii) the Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Shares that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the Corporation’s 's estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; , provided, that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s 's estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 11; and (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its shareholders for a registration statement to be filed in the near future, then the Corporation’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 45 days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ ' rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. (a) If (i) the Corporation Company shall receive a written request (specifying that it is being made pursuant to this Section 1110) from one or more Holders holding in the aggregate at least 30% of the Registrable Shares then outstanding that the Corporation Company file a registration statement (including a shelf registration statement pursuant to Rule 415 of the Securities Act) on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares (whether by underwriting or otherwise) the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,0005,000,000, and (ii) the Corporation Company is a registrant entitled at such time to use Form S-3 (or any successor form to Form S-3S-3 relating to secondary offerings) to register such shares, then the Corporation Company shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Shares that Holders Holders, within thirty (30) days after the Company provides its notice, have requested be registered to be registered on Form S-3 (or any successor form to Form S-3S-3 relating to secondary offerings), subject in the case of an underwritten offering to Section 11, which Form S-3 shall be, if requested by the Holders, a shelf registration statement pursuant to Rule 415 of the Securities Act. (b) Notwithstanding the foregoing, (i) the Corporation Company shall not be obligated to effect a registration pursuant to this Section 11 10(a) during the period starting with the date sixty ninety (6090) days prior to the Corporation’s Company's estimated date of filing of, and ending on a date six ninety (690) months days following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; Company, provided, that the Corporation Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s Company's estimate of the date of filing such registration statement is made in good faith; provided, however, that the Company shall file a registration statement upon the request of one or more Holders pursuant to Section 10(a) after ninety (90) days have elapsed after the estimated date of filing of such registration statement pertaining to an underwritten public offering of securities for the account of the Company; and provided, further, that the Company shall only be permitted to delay pursuant to this Section 10(b)(i) the filing of a registration statement requested to be filed by one or more Holders pursuant to Section 10(a) once in any 12-month period; (ii) the Corporation Company shall not be obligated to effect a more than one registration pursuant to this Section 11 within six (610(a) months after the effective date of a prior registration under this Section 11; in any twelve month period, and (iii) if the Corporation Company shall furnish to the Holders a certificate signed by the President of the Corporation Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation Company or its shareholders for a registration statement to be filed in the near future, then the Corporation’s Company's obligation to use its best efforts to file a registration statement shall be deferred deferred; provided that Company may exercise its right to delay filing a registration statement pursuant to this Section 10(b)(iii) or to suspend the use of a prospectus included in an effective registration statement pursuant to Section 15(c) for a an aggregate period not to exceed 90 days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once one hundred and five (105) days in any 12-month period. (c) If any registration statement on Form S-3 pursuant to this Section 10 or any Subsequent Registration (as defined below) ceases to be effective for any reason at any time during the Effectiveness Period, the Company shall use commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within forty-five (45) days of such cessation of effectiveness amend such registration statement in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional registration statement (including a shelf registration statement pursuant to Rule 415 of the Securities Act) on Form S-3 (or any successor form to Form S-3 regardless of its designation), covering all of the Registrable Shares covered by such prior registration statement on Form S-3 (a "Subsequent Registration"). If a Subsequent Registration is filed, the Company shall use commercially reasonable efforts to cause the Subsequent Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such Subsequent Registration continuously effective for the remainder of the Effectiveness Period plus the number of days during which the registration statement replaced by the Subsequent Registration ceased to be effective. Notwithstanding anything to the contrary contained herein, neither (i) the filing by the Company of a Subsequent Registration nor (ii) a registration pursuant to this Section 10 involving an underwritten public offering in which the Holders are permitted to include 50% or less of the Registrable Shares for which it (or they) made a registration request, shall be counted for purposes of limitations on the number of registration statements the Company is required to effect pursuant to this Section 10. (d) The Holders’ ' rights to registration under this Section 11 10 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $$ 1,000,000, and (ii) the Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Shares that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the Corporation’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; provided, provided that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation shall not be obligated to effect a registration more than four registrations pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 11; and (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its shareholders stockholders for a registration statement to be filed in the near future, then the Corporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. (a) If (i) the Corporation RXi shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders CytRx that the Corporation RXi file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,000, and (ii) the Corporation RXi is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and RXi shall use its best efforts to cause all Registrable Shares that Holders have CytRx has requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation RXi shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the CorporationRXi’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; providedRXi, provided that the Corporation RXi is actively employing in good faith its best efforts to cause such registration statement to become effective and that the CorporationRXi’s estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation RXi shall not be obligated to effect a registration pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 11; and (iii) if the Corporation RXi shall furnish to the Holders CytRx a certificate signed by the President of the Corporation RXi stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation RXi or its shareholders for a registration statement to be filed in the near future, then the CorporationRXi’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days; provided, however, that the Corporation RXi shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ CytRx’s rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this AgreementExhibit.

Registrations on Form S-3. (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,0003,000,000, and (ii) the Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Shares that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the Corporation’s estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; provided, provided that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 11; and (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its shareholders for a registration statement to be filed in the near future, then the Corporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 45 days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,000, and (ii) the Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Shares that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the Corporation’s 's estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; provided, provided that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s 's estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 11; and (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its shareholders stockholders for a registration statement to be filed in the near future, then the Corporation’s 's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 ninety (90) days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ ' rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.

Registrations on Form S-3. (a) If (i) the Corporation shall receive a written request (specifying that it is being made pursuant to this Section 11) from one or more Holders that the Corporation file a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) for a public offering of Registrable Shares the reasonably anticipated aggregate price to the public of which would equal or exceed $1,000,0003,000,000, and (ii) the Corporation is a registrant entitled to use Form S-3 (or any successor form to Form S-3) to register such shares, then the Corporation shall promptly notify all other Holders of such request and shall use its best efforts to cause all Registrable Shares that Holders have requested be registered to be registered on Form S-3 (or any successor form to Form S-3). (b) Notwithstanding the foregoing, (i) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 during the period starting with the date sixty (60) days prior to the Corporation’s 's estimated date of filing of, and ending on a date six (6) months following the effective date of, a registration statement pertaining to an underwritten public offering of securities for the account of the Corporation; provided, provided that the Corporation is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Corporation’s 's estimate of the date of filing such registration statement is made in good faith; (ii) the Corporation shall not be obligated to effect a registration pursuant to this Section 11 within six (6) months after the effective date of a prior registration under this Section 11; and (iii) if the Corporation shall furnish to the Holders a certificate signed by the President of the Corporation stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Corporation or its shareholders for a registration statement to be filed in the near future, then the Corporation’s obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days; provided, however, that the Corporation shall not be permitted to so defer its obligation more than once in any 12-month period. (c) The Holders’ rights to registration under this Section 11 are in addition to, and not in lieu of, their rights to registration under Section 2 and Section 3 of this Agreement.this