Common use of Stock Quotation Clause in Contracts

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Shares may no longer meet the requirements for continued listing on the New York Stock Exchange if, among other things, the Company does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent will seek to cause the listing of Shares on the New York Stock Exchange to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York Stock Exchange were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, Shares may no longer meet the requirements for continued listing on the New York Stock Exchange Nasdaq if, among other things, the Company Dermira does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent Lilly will seek to cause the listing of Shares on the New York Stock Exchange Nasdaq to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York Stock Exchange Nasdaq were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, the Shares may no longer meet the requirements standards for continued inclusion in the Nasdaq National Market System. If, as a result of the purchase of Shares pursuant to the Offer, the Shares no longer meet the criteria for continuing inclusion in the Nasdaq National Market System, the market for the Shares could be adversely affected. According to Nasdaq's published guidelines, the Shares would not be eligible for continued listing on the New York Stock Exchange if, among other things, the Company does not meet the requirements for number of Shares publicly held falls below 750,000, the number of publicly held Shares, beneficial holders of Shares falls below 400 (round lot holders) or the aggregate market value of the publicly such publicly-held Shares or the number of market makers for the Shares. Parent will seek to cause the listing of Shares on the New York Stock Exchange to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfieddoes not exceed $5 million. If the New York Stock Exchange Shares were no longer eligible for inclusion in the Nasdaq National Market System, they may nevertheless continue to delist be included in the Nasdaq SmallCap Market unless, among other things, the public float was less than 500,000 Shares, it is possible that or there were fewer than 300 stockholders (round lot holders) in total, or the market value of public float was less than $1 million. If the Shares would continue to trade on other securities exchanges or are no longer eligible for inclusion in the over-the-counter market and that price Nasdaq National Market System or other quotations of the Nasdaq SmallCap Market, the Shares would might still be reported by other sourcesquoted on the OTC Bulletin Board. The extent of the public market for such the Shares and the availability of such quotations would dependwould, however, depend upon such factors as the number of stockholders and the aggregate market value holders of such securities Shares remaining at such time, the interest in maintaining a market in the such Shares on the part of securities firms, the possible termination of registration of such Shares under the Exchange Act1934 Act as described below, and other factors. Margin Regulations. Regulations The Shares are currently “"margin securities” " under the Regulations regulations of the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”"), which has the effect, among other things, of allowing brokers to extend credit based on the use collateral of Shares as collateralthe Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “"margin securities” " for the purposes of the margin regulations of the Federal Reserve Board and, therefore, and therefore could no longer be used as collateral for loans made by brokers. Exchange Act Registration The Shares are currently registered under Section 12(g) of the 1934 Act. Such registration may be terminated upon application of the Company to the Commission if the Shares are neither listed on a national securities exchange nor held by 300 or more holders of record. Termination of registration of the Shares under the 1934 Act would substantially reduce the information required to be furnished by the Company to its stockholders and to the Commission and would make certain provisions of the 1934 Act no longer applicable to the Company, such as the short-swing profit recovery provisions of Section 16(b) of the 1934 Act, the requirement of furnishing a proxy statement pursuant to Section 14(a) of the 1934 Act in connection with stockholders' meetings and the related requirement of furnishing an annual report to stockholders and the requirements of Rule 13e-3 under the 1934 Act with respect to "going private" transactions. Furthermore, the ability of "affiliates" of the Company and persons holding "restricted securities" of the Company to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or eliminated. If registration of the Shares under the 1934 Act were terminated, the Shares would no longer be "margin securities" or be eligible for inclusion on the Nasdaq National Market System. Parent and Purchaser currently intend to seek to cause the Company to terminate the registration of the Shares under the 1934 Act as soon after consummation of the Offer as the requirements for termination of registration are met.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, Shares may no longer meet the requirements for continued listing on the New York Stock Exchange Nasdaq if, among other things, the Company ARMO does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent Xxxxx will seek to cause the listing of Shares on the New York Stock Exchange Nasdaq to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York Stock Exchange Nasdaq were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, Shares may no longer meet the requirements for continued listing on the New York Stock Exchange Nasdaq if, among other things, the Company does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent will seek to cause the listing of Shares on the New York Stock Exchange Nasdaq to be discontinued as soon promptly as practicable (and in any event no more than ten (10) days) after the consummation of the Offer Merger as the requirements for termination of the listing are satisfied. If the New York Stock Exchange Nasdaq were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, Act and other factors. TABLE OF CONTENTS​​ Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. The Shares are listed on Nasdaq. Depending upon the number of Shares purchased pursuant to the Offer Offer, the Shares may no longer meet the requirements of Nasdaq for continued listing on Nasdaq. The rules of Nasdaq establish certain criteria that, if not met, could lead to the New York Stock Exchange if, among other things, delisting of the Company does not meet the requirements for Shares from Nasdaq. Among such criteria are the number of stockholders, the number of shares publicly held Shares, and the aggregate market value of the shares publicly held held. If, as a result of the purchase of Shares pursuant to the Offer or otherwise, the number Shares no longer meet the requirements of market makers Nasdaq for the Shares. Parent will seek to cause continued listing and the listing of the Shares on is discontinued, the New York Stock Exchange to market for the Shares could be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfiedadversely affected. If the New York Stock Exchange were to delist the Shares, it It is possible that the Shares would continue to trade be traded on other securities exchanges (with trades published by such exchanges), the Nasdaq SmallCap Market, the OTC Bulletin Board or in the a local or regional over-the-counter market and that price or other quotations of the Shares would be reported by other sourcesmarket. The extent of the public market for such the Shares and the availability of such quotations would dependwould, however, depend upon such factors as the number of stockholders holders of Shares and the aggregate market value of such securities the Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration of the Shares under the Exchange Act, as described below, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use collateral of Shares as collateralthe Shares. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Shares may no longer meet the requirements for continued listing on the New York NASDAQ Stock Exchange Market if, among other things, the Company does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent will seek to cause the listing of Shares on the New York NASDAQ Stock Exchange Market to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York NASDAQ Stock Exchange Market were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, Shares may no longer meet the requirements for continued listing on the New York Stock Exchange Nasdaq if, among other things, the Company Pandion does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent will seek to cause the listing of Shares on the New York Stock Exchange Nasdaq to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York Stock Exchange Nasdaq were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, Shares may no longer meet the requirements for continued listing on the New York Stock Exchange Nasdaq if, among other things, the Company ArQule does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent will seek to cause the listing of Shares on the New York Stock Exchange Nasdaq to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York Stock Exchange Nasdaq were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, Shares may no longer meet the requirements for continued listing on the New York Stock Exchange Nasdaq if, among other things, the Company Loxo Oncology does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent Lilly will seek to cause the listing of Shares on the New York Stock Exchange Nasdaq to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York Stock Exchange Nasdaq were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such Table of Contents securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.

Stock Quotation. Depending upon the number of Shares purchased pursuant to the Offer Offer, Shares may no longer meet the requirements for continued listing on the New York Stock Exchange Nasdaq Global Select Market if, among other things, the Company TubeMogul does not meet the requirements for the number of publicly held Shares, the aggregate market value of the publicly held Shares or the number of market makers for the Shares. Parent Adobe will seek to cause the listing of Shares on the New York Stock Exchange Nasdaq Global Select Market to be discontinued as soon after the consummation of the Offer as the requirements for termination of the listing are satisfied. If the New York Stock Exchange Nasdaq Global Select Market were to delist the Shares, it is possible that the Shares would continue to trade on other securities exchanges or in the over-the-counter market and that price or other quotations of the Shares would be reported by other sources. The extent of the public market for such Shares and the availability of such quotations would depend, however, upon such factors as the number of stockholders and the aggregate market value of such securities remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, and other factors. Margin Regulations. The Shares are currently “"margin securities” " under the Regulations of the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”"), which has the effect, among other things, of allowing brokers to extend credit based on the use of Shares as collateral. Depending upon factors similar to those described above regarding the market for the Shares and stock quotations, it is possible that, following the Offer, the Shares would no longer constitute “"margin securities” " for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.