Common use of The Series B Closing Clause in Contracts

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice (a "Series B Subsequent Financing Notice") requiring either the Company to sell or the Purchasers to buy, as the case may be, 300 Series B Shares, for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,000. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." (ii) At the Series B Closing, (a) the Company shall deliver to each Purchaser (1) a pro rata portion of the Series B Shares (determined by reference to the amount of Series A Shares issued and sold at the Series A Closing and, if Incyte has become a Purchaser under this Agreement, the Incyte Series A Closing, provided that Browx Xxxpxxx XX xxx Browx

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver a written notice to the Purchasers a written notice (a "Series B Subsequent Financing Notice") requiring either the Company to sell or the Purchasers to buypurchase, severally and not jointly, (subject to adjustment as the case may be, 300 provided herein) an aggregate of no less than $7,500,000 and no more than $12,000,000 principal amount of Series B Shares, for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,000Debentures. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B A Subsequent Financing Notice may be delivered no earlier later than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A ClosingDate. The closing of the purchase and sale of the Series B Shares Debentures (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such the Escrow Agent on the date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th 3rd Trading Day or subsequent to the 30th 5th Trading Day after receipt by either party the Purchasers of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." (ii) At Prior to the Series B Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of an Escrow Agreement, in the form of Exhibit E, to be executed by and among the Company, each Purchaser who is acquiring Series B Debentures and the Escrow Agent prior to the Series B Closing Date (athe "Series B Escrow Agreement" and, together with the Series A Escrow Agreement, the "Escrow Agreements"), including the following: (A) the Company shall deliver to each Purchaser (1) Series B Debentures, registered in the name of each Purchaser acquiring Series B Debentures, representing the principal amount of the Series B Debentures to be issued and sold at the Series B Closing to such Purchaser (which, in the aggregate shall, subject to the satisfaction or waiver of the conditions set forth in this Agreement and subject to adjustment as provided herein, equal the principal amount of Series B Debentures set forth in the Series B Subsequent Financing Notice), (2) a Common Stock purchase warrant in the form of Exhibit B, registered in the name of each Purchaser acquiring Series B Debentures, to purchase an aggregate number of shares of Common Stock as equals each Purchaser's pro rata portion of the Series B Shares Warrants (as defined below in this paragraph), determined by reference to the percentage of the principal amount of Series A Shares B Debentures to be acquired by such Purchaser, at an exercise price (subject to adjustment as set forth therein) equal to 120% of the Average Price on the Series B Closing Date, and (3) all documents, instruments and writings required to have been delivered by the Company at or prior to the Series B Closing pursuant to this Agreement, including without limitation, those described in Section 4.1; and (B) each Purchaser acquiring Series B Debentures and Series B Warrants shall deliver (1) the immediately available funds, in United States dollars in immediately available funds by wire transfer to an account designated in the Series B Escrow Agreement, an amount equal to the principal amount of Series B Debentures to be acquired by it at the Series B Closing and (2) all documents, instruments and writings required to have been delivered by such Purchaser at or prior to the Series B Closing pursuant to this Agreement, including without limitation, executed originals of the Series B Escrow Agreement. Subject to the terms and conditions set forth herein, each Purchaser shall purchase at the Series B Closing such percentage of the aggregate principal amount of Series B Debentures to be issued and sold thereat as determined by Encore Capital Management, L.L.C. ("Encore"). The Common Stock purchase warrants to be issued and sold at the Series A B Closing and, if Incyte has become a Purchaser under this Agreement, (the Incyte "Series A Closing, provided that Browx Xxxpxxx XX xxx BrowxB Warrants") shall entitle the holders thereof to acquire an aggregate of 141,171 shares of Common Stock.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver a written notice to the Purchasers a written notice (a "Series B Subsequent Financing Notice") requiring either the Company to sell or the Purchasers to buypurchase, severally and not jointly (subject to adjustment as provided herein), at the case may beCompany's option, 300 up to an aggregate of 200 Series B Shares, Shares for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,0002,000,000. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B A Subsequent Financing Notice may be delivered no earlier than 90 180 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at following the Series A Closing Date and no later than 150 230 days after following the Series A Closing Date (the expiration of such effective date. At 230 day period or such earlier date as the Company notifies the Purchasers in writing of its election to irrevocably waive its rights hereunder to sell the Series B Closing each Purchaser shall be obligated (subject Shares to the terms and conditions herein) to purchase such portion of such Purchasers, the "Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A ClosingClosing Expiration Date"). The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date indicated in the Series B tenth (10th) Trading Day after the Subsequent Financing Notice (which may not be prior to the 15th Trading Day is deemed delivered hereunder or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or on such other date as otherwise agreed to by the parties); provided provided, however, that in no case shall the Series B Closing take place unless and until all of the conditions listed in Section 4.2 4.1 have been satisfied by the Company or waived by the appropriate partyPurchasers (it being understood that each Purchaser may elect to waive or enforce such conditions in its sole discretion). The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." (ii) At the Series B Closing, the parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to each Purchaser acquiring Series B Stock (1) a stock certificate representing Series B Shares, registered in the name of such Purchaser, in an amount equal to the pro rata portion of the number of Series B Shares to be acquired by such Purchaser (determined by reference to the pro rata portion of the amount of Series A Shares issued and sold acquired by such Purchaser hereunder at the Series A Closing); (2) the legal opinion referenced in Section 4.1(xi), and (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing and, if Incyte has become a Purchaser under Date by the Company pursuant to this Agreement, including the Incyte Transfer Agent Instructions referenced in Section 4.1 (xvii); (b) each Purchaser acquiring Series A B Shares shall deliver to the Company (1) the product of $10,000 and the number of Series B Shares to be issued and sold to it at the Series B Closing, provided that Browx Xxxpxxx XX xxx Browxin United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series B Closing Date and (b) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by such Purchaser pursuant to this Agreement.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, if the Purchasers Per Share Market Value shall have be equal to or greater than 105% of the right to deliver to the Company and Initial Conversion Price for any period of at least twenty (20) consecutive Trading Days, the Company shall have the right to deliver a written notice to the Purchasers a written notice (a "Series B Subsequent Financing Notice") no later than five Trading Days after the conclusion of such period requiring either the Company to sell or the Purchasers to buypurchase, severally and not jointly, (subject to adjustment as provided herein), at the case may beCompany's option, 300 up to an aggregate principal amount of $2,500,000 of Series B Shares, for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,000Debentures. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a A Series B Subsequent Financing Notice may be delivered no earlier than 90 days after following the effective date of a registration statement to be filed with the Underlying Shares Registration Statement Securities and Exchange Commission (as defined the "Commission") meeting the requirements set forth in the Registration Rights AgreementAgreement and covering the resale by the Purchasers of the Underlying Shares (as defined below) relating to the securities issued at (an "Underlying Securities Registration Statement"), and no later than one (1) year following the Series A Closing Date and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A ClosingDate. The closing of the purchase and sale of the Series B Shares Debentures (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such the Xxxxxxxx Xxxxxxxxx on the date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th 25th Trading Day after receipt by either party the Purchasers of the Series B Subsequent Financing Notice, or as otherwise agreed to by the parties); provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." (ii) At Documents to be Delivered at Series B Closing. On the Series B ClosingClosing Date, the parties shall deliver or shall cause to be delivered the following: (aA) the Company shall deliver to each Purchaser acquiring Series B Debentures (1) a Series B Debentures, registered in the name of such Purchaser in principal amount equal to the pro rata portion of the principal amount of Series B Shares Debentures to be acquired by such Purchaser (determined by reference to the pro rata portion of the principal amount of Series A Shares issued Debentures acquired by such Purchaser hereunder); (2) a Common Stock purchase warrant in the form of Exhibit B, registered in the name of such Purchaser, entitling such Purchaser to acquire an aggregate number of shares of Common Stock as equals such Purchaser's pro rata portion of the total number of shares of Common Stock to which all Series B Warrants (as defined below) entitle the holders thereof to acquire; and sold (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by the Company pursuant to this Agreement, including, without limitation, those described in Section 4.1; (B) each Purchaser acquiring Series B Debentures and Series B Warrants shall deliver to the Company (1) a wire transfer in immediately available funds equal to the principal amount of Series B Debentures to be acquired by such Purchaser at the Series A B Closing andand (2) all documents, if Incyte has become a instruments and writings required to have been delivered by such Purchaser under at or prior to the Series B Closing Date pursuant to this Agreement. At the Series B Closing, the Incyte Company will issue and deliver to the Purchasers acquiring Series A B Debentures, Common Stock purchase warrants, in the form of Exhibit B (the "Series B Warrants"), that, in the aggregate, entitle the holders thereof to acquire a number of shares of Common Stock as equals (determined in accordance with the Black-Scholes valuation model as calculated by Bloomberg Financial Markets) 5% of the aggregate principal amount of Series B Debentures to be issued at the Series B Closing, . The exercise price for shares underlying the Series B Warrants shall (subject to adjustment as provided that Browx Xxxpxxx XX xxx Browxtherein) equal 125% of the average Per Share Market Values for the five (5) Days immediately proceeding the Series B Closing Date.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company Purchaser and the Company shall have the right to deliver to the Purchasers a written notice to the other (a "Series B Subsequent Financing Notice") requiring such other party to either the Company to sell or the Purchasers to buy, as the case may be, 300 Series B SharesShares and Series B Warrants (as defined below), for an aggregate a purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 10,000 per Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,000Share. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a A Series B Subsequent Financing Notice may be delivered no earlier than 90 days 60 Trading Days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at Underlying Shares (as defined in Section 2.1(d)) issuable upon conversion or exercise (as the Series A Closing Date case may be) of the Shares and the Warrants and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such the Escrow Agent on the date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either the other party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." (ii) At the Series B Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of an Escrow Agreement, in the form of Exhibit E, to be executed by and among the Company, the Purchaser and the Escrow Agent, prior to the Series B Closing Date, including the following: (a) the Company shall deliver to each the Purchaser (1) such number of Series B Shares as indicated on the Series B Subsequent Financing Notice (as adjusted pursuant to the terms and conditions hereof), registered in the name of the Purchaser, (2) a pro rata portion common stock purchase warrant in the form of Exhibit B (the "Series B Warrants") to purchase a number of shares of the Common Stock as would equal 0.125 multiplied by the number of shares of Common Stock issuable upon conversion in full of the Series B Shares to be issued at the Series B Closing (determined by reference assuming that such conversion occurred on the Series B Closing Date) at an exercise price equal to 120% of the Market Price on the Series B Closing Date, exercisable for three years from the Series B Closing Date registered in the name of the Purchaser, (3) the legal opinion referenced in Section 4.1(xii), substantially in the form attached hereto as Exhibit D, and (4) all other documents, instruments and writings required to have been delivered at or prior to the amount Series B Closing by the Company to the Purchaser pursuant to this Agreement; and (b) the Purchaser shall deliver to the Company (1) the product of $10,000 and the number of Series A B Shares to be issued and sold at the Series A B Closing, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series B Closing andDate and (2) all documents, if Incyte has become a instruments and writings required to have been delivered at or prior to the Series B Closing by such Purchaser under pursuant to this Agreement, the Incyte Series A Closing, provided that Browx Xxxpxxx XX xxx Browx.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the Purchasers shall average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice to the other party (a "Series SERIES B Subsequent Financing NoticeSUBSEQUENT FINANCING NOTICE") requiring such other party to either the Company to sell or the Purchasers to buy, as the case may be, 300 the Series B Shares, Shares for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) 5,000,000 (the "Series SERIES B Purchase PricePURCHASE PRICE") at a per share purchase price of $10,000). The Purchasers Either party may deliver to the Company or the Company may deliver to the Purchasers a Series B Subsequent Financing Notice to the other party no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than 150 days after such effective dateJuly 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-pro rata portion of the purchase price for the Series A Shares issued and sold at the Series A ClosingPurchase Price. The closing of the purchase and sale of the Series B Shares (the "Series SERIES B ClosingCLOSING") shall take place at the offices of Robixxxx Xxxvxxxxx xx Xxxxxxxx Xxxxxxxxx on such date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided PROVIDED that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series SERIES B Closing DateCLOSING DATE." (ii) At the Series B Closing, (a) the Company shall deliver to each Purchaser (1i) a pro rata portion of the Series B Shares (determined by reference to the amount of Series A Shares issued and sold at the Series A Closing andClosing) to be issued and sold thereat (or such other amount upon which the parties may agree), if Incyte has become registered in the name of the appropriate Purchaser, (ii) a Purchaser under this Agreement, pro rata portion of Warrants (determined by reference to the Incyte amount of Series A Warrants issued and sold at the Series A Closing) in the form of EXHIBIT B (the "SERIES B WARRANTS", provided that Browx Xxxpxxx XX xxx Browxand together with the Series A Warrants, the "WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock at an exercise price equal to 125% of the closing bid price of the Common Stock on the day prior to the Series B Closing Date, exercisable for three years from the Original Issue Date, each registered in the name of such Purchaser and (iii) the legal opinion referenced in Section 4.2(b)(xii), substantially in the form attached hereto as EXHIBIT D, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company to the Purchasers pursuant to this Agreement; and (b) each Purchaser shall deliver to the Company (i) its pro-rata portion of the Series B Purchase Price in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Series B Closing Date and (ii) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by such Purchaser pursuant to this Agreement.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice to the Purchaser (a "Series B Subsequent Financing Notice") requiring either the Company Purchaser to sell or buy the Purchasers to buy, as the case may be, 300 Series B Shares, Shares for an aggregate a purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,0001,000,000. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B A Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date."be (ii) At the Series B Closing, the parties shall deliver or shall cause to be delivered the following: (a) the Company shall deliver to each the Purchaser (1) a pro rata portion stock certificate representing 10,000 Series B Shares registered in the name of the Purchaser, (2) a five year common stock purchase warrant in the form of Exhibit B (the "Series B Warrant" and together with the Series A Warrant, the "Warrants") entitling the Purchaser to purchase an aggregate of 80,000 shares of Common Stock, at an exercise price equal to 120% of the Per Share Market Value on the Series B Closing Date, registered in the name of the Purchaser, (3) the legal opinion referenced in Section 4.1(xii), and (4) all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by the Company to the Purchaser pursuant to this Agreement; and (b) the Purchaser shall deliver to the Company (1) $500,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series B Closing Date (the "Series B Purchase Price") less the amounts referred to in Section 5.1, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing Date by the Purchaser pursuant to this Agreement, including a certificate signed on behalf of the Purchaser confirming the accuracy of its representation and warranties incurred on and as of the Series B Shares (determined by reference to the amount of Series A Shares issued and sold at the Series A Closing and, if Incyte has become a Purchaser under this Agreement, the Incyte Series A Closing, provided that Browx Xxxpxxx XX xxx BrowxDate.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice (a "Series B Subsequent Financing Notice") requiring either the Company to sell or the Purchasers to buy, as the case may be, 300 Series B Shares, for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,000. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "Series SERIES B ClosingCLOSING") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("ROBIXXXX XXXVXXXXX"), 1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately following the execution hereof or such later date indicated in as the Series B Subsequent Financing Notice (which may parties shall agree, but not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided date that in no case shall the Series B Closing take place unless and until the conditions listed set forth in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES B CLOSING DATE." At the Series B Closing DateClosing, the Company shall sell and issue to the Purchaser, and the Purchaser shall purchase, the Series B Shares, for an aggregate purchase price of $3,000,000." (ii) At the Series B Closing, (a) the Company shall deliver to each the Purchaser (1) a pro rata portion of one or more stock certificates representing the Series B Shares and the Initial Warrant (determined by reference as hereinafter defined), each registered in the name of the Purchaser, and (2) all documents, instruments and writings required to have been delivered at or prior to the amount of Series A Shares issued B Closing by the Company pursuant to this Agreement and sold at the Registration Rights Agreement; and (b) the Purchaser shall deliver to the Company (1) the purchase price for the Series A B Shares as set forth in Section 1.3(a), less the fees and disbursements of the legal counsel contemplated in Section 6.1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company prior to the Series B Closing andDate, if Incyte has become a and (2) all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Purchaser under pursuant to this Agreement and the Registration Rights Agreement, the Incyte Series A Closing, provided that Browx Xxxpxxx XX xxx Browx.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice (a "Series B Subsequent Financing Notice") requiring either the Company to sell or the Purchasers to buy, as the case may be, 300 Series B Shares, for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,000. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately following the execution hereof or such later date indicated in as the Series B Subsequent Financing Notice (which may parties shall agree, but not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided date that in no case shall the Series B Closing take place unless and until the conditions listed set forth in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date."" At the Series B Closing, the Company shall sell and issue to the Purchaser, and the Purchaser shall purchase, the Series B Shares for an aggregate purchase price of $3,000,000. (ii) At the Series B Closing, (a) the Company shall deliver to each the Purchaser (1) a pro rata portion of one or more stock certificates representing the Series B Shares and the Initial Warrant (determined by reference as defined in Section 3.17), each registered in the name of the Purchaser, and all other documents, instruments and writings required to have been delivered at or prior to the amount Series B Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the Purchaser, in the form of Series A Shares issued Exhibit B (the "Registration Rights Agreement"), and sold at (b) the Purchaser shall deliver to the Company $3,000,000, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series A B Closing andDate, if Incyte has become a and all documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Purchaser under pursuant to this Agreement and the Registration Rights Agreement, the Incyte Series A Closing, provided that Browx Xxxpxxx XX xxx Browx.

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, the Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice (a "Series B Subsequent Financing Notice") requiring either the Company to sell or the Purchasers to buy, as the case may be, 300 Series B Shares, for an aggregate purchase price of $3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "Series B Purchase Price") at a per share purchase price of $10,000. The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B Subsequent Financing Notice no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than 150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro-rata portion of the purchase price for the Series A Shares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "Series B Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx Robinson Silverman Pearce Axxxxxxx & Xxxxxx XLX ("Xxbxxxxx Xxlvexxxx"), 1290 Xxxxxx xf xxx Xxxxicas, Xxx Xxxx, Xxx Xxxx 00000, xxxxxxxxxxx xxxxxxxxx xxx execution hereof or such later date indicated in as the Series B Subsequent Financing Notice (which may parties shall agree, but not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); provided date that in no case shall the Series B Closing take place unless and until the conditions listed set forth in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "Series B Closing Date." At the Series B Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, 750 Series B Shares for an aggregate purchase price of $7,500,000 (the "Series B Purchase Price"). (ii) At the Series B Closing, (a) the Company shall deliver to each Purchaser one or more stock certificates representing the Series B Shares purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser, and all other documents, instruments and writings required to have been delivered at or prior to the Series B Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the Purchasers, in the form of Exhibit B (1the "Registration Rights Agreement"), and (b) a pro rata each Purchaser shall deliver to the Company the portion of the Series B Shares (determined Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by reference wire transfer to an account designated in writing by the Company for such purpose prior to the amount of Series A Shares issued B Closing Date, and sold all documents, instruments and writings required to have been delivered at or prior to the Series A B Closing and, if Incyte has become a by such Purchaser under pursuant to this Agreement and the Registration Rights Agreement, the Incyte Series A Closing, provided that Browx Xxxpxxx XX xxx Browx.