Common use of Resale Registration Statements Clause in Contracts

Resale Registration Statements. Within 45 days following the Closing Date, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (together with any New Registration Statement (as defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable Securities shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Holders. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: (A) 120 days following the Closing Date, and (B) five trading days after the date the Company receives written notification from the SEC that the Resale Registration Statement will not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating to the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four years following the date of effectiveness of the Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by the Resale Registration Statement.

Resale Registration Statements. Within 45 days As promptly as possible but in no event more than five Business Days following the issuance of each of the Closing DateShares, the Contingency Shares, and the Sorrento Regulatory Approval Shares, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (together with any New each a “Resale Registration Statement (as defined below)Statement” and collectively, the “Resale Registration StatementStatements”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Closing Registrable Securities, the Contingency Registrable Securities or the Regulatory Approval Registrable Securities, respectively, shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Closing Registrable Securities, the Contingency Registrable Securities or the Regulatory Approval Registrable Securities, respectively, by the Holders. The Company shall file the each Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best commercially reasonable efforts to have the such Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: (A) 120 90 days following the Closing Date, and (B) five trading days after the date the Company receives written notification from the SEC that the Resale initial filing of each Registration Statement will not be reviewedStatement. The Company agrees to use its best commercially reasonable efforts to maintain the effectiveness of the each Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four (4) years following the date of effectiveness of the such Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by the such Resale Registration Statement.

Resale Registration Statements. Within 45 days following the Closing Date, the The Company shall (a) agrees to file with the SEC, or as promptly as practicable following the Warrant Closing Date, but no later than 30 days after the Warrant Closing Date (b) have filed with the SEC, a resale registration statement (together with any New Registration Statement (as defined below), the “Resale Registration StatementFiling Deadline”) (i) one or more registration statements on Form S-3 (or, if the Company shall not then be eligible to use Form S-3, on such other form as the Company shall then be eligible to use) pursuant to Rule 415 under the Securities Act pursuant to which all covering the resale by the Investors of the Registrable Securities shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Holders. The Company shall file the “Resale Registration Statement on such form as the Company may then utilize Statement”) or (ii) one or more prospectus supplements or other materials under the rules of the SEC and use its best efforts to have the Resale Registration Statement declared effective Rule 430B promulgated under the Securities Act to include in a prospectus that is part of an effective registration statement such information as soon shall be necessary to identify the Investors as practicableselling security holders and to permit the resale by the Investors of the Registrable Securities; provided, but however, that in no the event more than the earlier of: (A) 120 days following the Closing Date, and (B) five trading days after the date the Company receives written notification from the SEC that the Resale Registration Statement will is not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating S-3 eligible prior to the Registrable Securities as required by Rule 415 under Filing Deadline, the Securities Act, continuously until the date that is Filing Deadline shall be extended to the earlier of (i) four years 30 days after the Company is S-3 eligible, and (ii) April 30, 2010. If a Resale Registration Statement covering all of the Registrable Securities is not filed with the SEC on or prior to Filing Deadline, as extended pursuant to the terms of this paragraph, then the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Date until the earlier of (i) the date of effectiveness on which the Company files a Resale Registration Statement covering all of the Resale Registration StatementRegistrable Securities with the SEC, or and (ii) the date on which Liquidated Damages begin to accrue under Section 2(c). Subject to any SEC comments, each Resale Registration Statement filed pursuant to this Section 2(a) shall include the Holders plan of distribution attached hereto as Exhibit A; provided, however, that no longer hold any Investor shall be named as an “underwriter” in a Resale Registration Statement without the Investor’s prior written consent. Each Resale Registration Statement shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Any Resale Registration Statement which covers the resale of Registrable Securities covered by shall not cover transactions in shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. Each Resale Registration StatementStatement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission.

Resale Registration Statements. Within 45 Upon written request of any of the Purchasers at any time after the date that is 90 days following the Closing Date, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (together with any New Registration Statement (as defined below), the “Resale Registration Statement”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Registrable Securities shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the HoldersHolder. The Company shall file the Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best efforts to have the Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: (A) 120 days following the Closing Date, and (B) five trading days after the date the Company receives written notification from the SEC that the Resale Registration Statement will not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating to the Registrable Securities as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four years following the date of effectiveness of the Resale Registration Statement, or and (ii) the date on which the Holders Holder no longer hold holds any Registrable Securities covered by the Resale Registration Statement.

Resale Registration Statements. Within 45 days following the Closing Datedate of issuance of each of the Initial Warrants and the Subsequent Warrants, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement Resale Registration Statement (together with any New Registration Statement (as defined below), each, a “Resale Registration Statement” and collectively, the “Resale Registration StatementStatements”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Initial Registrable Securities or the Subsequent Registrable Securities, respectively, shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Initial Registrable Securities or the Subsequent Registrable Securities, respectively, by the Holders. The Company shall file the each Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best efforts to have the such Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no any event more than by the earlier of: (A) 120 days following the Closing Datedate of issuance of each of the Initial Warrants and the Subsequent Warrants, respectively, and (B) five trading days after the date the Company receives written notification from the SEC that the such Resale Registration Statement will not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the each Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four five years following the date of effectiveness of the such Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by the such Resale Registration Statement.

Resale Registration Statements. Within 45 30 days following the issuance of each of the Closing DateConsideration, the FDA Acceptance Consideration Shares and the FDA Approval Consideration Shares, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (together with any New Resale Registration Statement (as defined below)each a “Resale Registration Statement” and collectively, the “Resale Registration StatementStatements”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Closing Registrable Securities, the FDA Acceptance Registrable Securities or the FDA Approval Registrable Securities, respectively, shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Closing Registrable Securities, the FDA Acceptance Registrable Securities or the FDA Approval Registrable Securities, respectively, by the Holders. The Company shall file the each Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its best commercially reasonable efforts to have the such Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than the earlier of: (A) 120 90 days following the Closing Date, and (B) five trading days after the date the Company receives written notification from the SEC that the Resale initial filing of each Registration Statement will not be reviewedStatement. The Company agrees to use its best commercially reasonable efforts to maintain the effectiveness of the each Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four (4) years following the date of effectiveness of the such Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by the such Resale Registration Statement.

Resale Registration Statements. Within 45 days following the Closing Date, the The Company shall (a) agrees to file with the SEC, or as promptly as practicable following the Warrant Closing Date, but no later than 30 days after the Warrant Closing Date (b) have filed with the SEC, a resale registration statement (together with any New Registration Statement (as defined below), the “Resale Registration StatementFiling Deadline”) (i) one or more registration statements on Form S-3 (or, if the Company shall not then be eligible to use Form S-3, on such other form as the Company shall then be eligible to use) pursuant to Rule 415 under the Securities Act pursuant to which all covering the resale by the Investors of the Registrable Securities shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Registrable Securities by the Holders. The Company shall file the “Resale Registration Statement on such form as the Company may then utilize Statement”) or (ii) one or more prospectus supplements or other materials under the rules of the SEC and use its best efforts to have the Resale Registration Statement declared effective Rule 430B promulgated under the Securities Act to include in a prospectus that is part of an effective registration statement such information as soon shall be necessary to identify the Investors as practicableselling security holders and to permit the resale by the Investors of the Registrable Securities; provided, but however, that in no the event more than the earlier of: (A) 120 days following the Closing Date, and (B) five trading days after the date the Company receives written notification from the SEC that the Resale Registration Statement will is not be reviewed. The Company agrees to use its best efforts to maintain the effectiveness of the Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating S-3 eligible prior to the Registrable Securities as required by Rule 415 under Filing Deadline, the Securities Act, continuously until the date that is Filing Deadline shall be extended to the earlier of (i) four years 30 days after the Company is S-3 eligible, and (ii) April 30, 2010. If a Resale Registration Statement covering all of the Registrable Securities is not filed with the SEC on or prior to Filing Deadline, as extended pursuant to the terms of this paragraph, then the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Date until the earlier of (i) the date of effectiveness on which the Company files a Resale Registration Statement covering all of the Resale Registration StatementRegistrable Securities with the SEC, or and (ii) the date on which Liquidated Damages begin to accrue under Section 2(c). Subject to any SEC comments, each Resale Registration Statement filed pursuant to this Section 2(a) shall include the Holders plan of distribution attached hereto as Exhibit A; provided, however, that no longer hold any Investor shall be named as an “underwriter” in a Resale Registration Statement without the Investor’s prior written consent. Each Resale Registration Statement shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Any Resale Registration Statement which covers the resale of Registrable Securities covered by shall not cover transactions in shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. Each Resale Registration Statement.Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission. FH draft dated November 5, 2009