Common use of Exemption from Registration Clause in Contracts

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE JURISDICTION STATE SECURITIES OR BLUE SKY LAWS, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT UNDER ANY OTHER CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE JURISDICTION STATE SECURITIES OR BLUE SKY LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) OR ANY OTHER AVAILABLE EXCEPTION TO OR EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE ANY SECURITIES LAWS OF ANY A STATE OR OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (Ii) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR BLUE SKY LAWS, OR (IIii) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN 15 OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares will be have been issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares contain and any certificates to be issued replacing such certificates shall, upon issuance, contain contain, the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE JURISDICTION STATE SECURITIES OR BLUE SKY LAWS, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares Securities and any underlying shares of Company Common Stock will be issued under an exemption or exemptions from registration under the U.S. Securities Act of 1933, as amended; accordinglyamended (the "Securities Act"). Accordingly, the certificates evidencing the Shares Series A Preferred Stock, the Company Common Stock, the Warrant, and any shares of the Company Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST THEREIN MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ISSUER OF THESE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF ANY OTHER APPLICABLE JURISDICTIONJANUARY 16, 2001, BY AND AMONG GENEREX BIOTECHNOLOGY CORPORATION AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Investment Shares being purchased hereunder by the Purchaser (a) have not been registered under the Securities Act or any applicable state and other securities Laws, and will be issued under an exemption one or more exemptions from registration under the Securities Act of 1933and any applicable state and other securities Laws, and (b) will be “restricted securities” (as amended; accordinglythat term is defined in Rule 144(a)(3) promulgated under the Securities Act) and may not be resold unless they are registered under the Securities Act and any applicable state and other securities Laws or an exemption from registration is available. Accordingly, the restrictions noted in the records of the Company’s transfer agent and any certificates evidencing the Investment Shares shallbeing purchased hereunder by the Purchaser will, upon issuance, contain legends in substantially the following legend: form (in addition to any other legends required to be placed thereon under applicable state securities Laws): THE SECURITIES REPRESENTED HEREBY BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO ANY STATE SECURITIES LAWS OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION JURISDICTION, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED EXEMPTION THEREFROM UNDER SUCH ACT OR SUCH LAWS AND THE RULES AND REGULATIONS THEREUNDER. THE SECURITIES LAWS REPRESENTED BY THIS INSTRUMENT ARE FURTHER SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN A SECURITIES PURCHASE AGREEMENT, DATED AS OF ANY OTHER APPLICABLE JURISDICTIONJANUARY 31, 2012, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY AT THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONREPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SUBSCRIPTION, JOINT DEVELOPMENT AND OPERATING AGREEMENT, DATED APRIL 20, 1999, BY AND AMONG ELAN CORPORATION, PLC, ELAN INTERNATIONAL SERVICES, INC., ISIS PHARMACEUTICALS, INC. AND ORASENSE LTD. CLAUSE 5

Exemption from Registration. The Common Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Common Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE JURISDICTION STATE SECURITIES LAWS, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares Securities and any underlying --------------------------- shares of Common Stock will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyamended (the "Securities ---------- Act"). Accordingly, the certificates evidencing the Shares Series A Preferred Stock and --- the Common Stock, the Note and any shares of Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH THIS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY THIS CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF ANY OTHER APPLICABLE JURISDICTIONJANUARY 21, 2000, BY AND BETWEEN DEPOMED, INC. AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Shares Securities and any underlying shares of Common Stock will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyamended (the "SECURITIES ACT"). Accordingly, the certificates evidencing the Shares Series A Preferred Stock and the Common Stock, the Warrant, the Note and any shares of Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH THIS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY THIS CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF ANY OTHER APPLICABLE JURISDICTIONOCTOBER __, 1999, BY AND BETWEEN PHOTOGEN TECHNOLOGIES, INC. AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE JURISDICTION STATE SECURITIES OR BLUE SKY LAWS, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION.COUNSEL

Exemption from Registration. The parties hereto intend that the GSI Shares will to be issued under an exemption or exemptions exchanged shall be exempt from the registration under requirements of the United States Securities Act of 1933, as amended; accordinglyamended (the “Act”), pursuant to Section 4(2) of the Act and the rules and regulations promulgated thereunder and exempt from the registration requirements of the applicable states. The Selling Stockholders agree to abide by all applicable resale restrictions and holding periods imposed by all applicable securities legislation. The Selling Stockholders understand and agree that the certificates evidencing GSI Shares issued to the Shares shall, upon issuance, contain Selling Stockholders will bear the following legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND OR ANY APPLICABLE STATE SECURITIES LAWS OF AND NEITHER SUCH SECURITIES NOR ANY OTHER APPLICABLE JURISDICTION INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (II1) PURSUANT TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933AND APPLICABLE STATE SECURITIES LAWS, AS AMENDEDIN WHICH CASE THE HOLDER MUST, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONPRIOR TO SUCH TRANSFER, RELATING FURNISH TO THE DISPOSITION OF SECURITIES) TOGETHER WITH GSI AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO GSI, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE COMPANY THAT MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR REQUIREMENTS OF THE SECURITIES LAWS OF ANY OTHER ACT AND APPLICABLE JURISDICTIONSTATE SECURITIES LAWS.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares issued to SafeScience shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE JURISDICTION STATE SECURITIES OR BLUE SKY LAWS, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH OR (III) THE CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares Securities and any underlying shares of Common Stock will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyamended (the "Securities Act"). Accordingly, the certificates evidencing the Shares Series B Preferred Stock and the Common Shares, the Warrants, the Note and any shares of Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain legends, substantially in the following legendforms as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF ANY OTHER APPLICABLE JURISDICTIONJANUARY 14, 2000, BY AND BETWEEN ISIS PHARMACEUTICALS, INC. AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Shares Securities and any underlying shares of Acusphere Common Stock will be issued under an exemption or exemptions from registration under the U.S. Securities Act of 1933, as amended; accordinglyamended (the "Securities Act"). Accordingly, the certificates evidencing the Shares Series G Preferred Stock, the Series H Preferred Stock, the Note and any shares of Acusphere Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST THEREIN MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ISSUER OF THESE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF ANY OTHER APPLICABLE JURISDICTIONJUNE 30, 2000, BY AND BETWEEN ACUSPHERE, INC. AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Shares Securities and any underlying shares of Common Stock will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyamended (the "Securities Act"). Accordingly, the certificates evidencing the Shares Series A Preferred Stock and the Common Stock, the Warrant, the Note and any shares of Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONREPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED APRIL 20, 1999, BY AND BETWEEN ISIS PHARMACEUTICALS, INC. AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Shares Securities and any --------------------------- underlying shares of Incara Common Stock will be issued under an exemption or exemptions from registration under the U.S. Securities Act of 1933, as amended; accordinglyamended (the "Securities Act"). Accordingly, the certificates evidencing the Shares Series B -------------- Preferred Stock and any shares of Incara Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST --- THEREIN MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO UNLESS THERE IS (Ii) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (IIii) TO A VALID EXEMPTION FROM THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) REGISTRATION REQUIREMENTS UNDER SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF ANY A STATE OR OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR BLUE SKY LAWS, OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The parties hereto intend that the GSI Shares will to be issued under an exemption or exemptions exchanged shall be exempt from the registration under requirements of the United States Securities Act of 1933, as amended; accordinglyamended (the “Act”), pursuant to Section 4(2) of the Act and/or in reliance upon the provisions of Regulation S ("Regulation S") promulgated by the SEC under the Act and exempt from the registration requirements of the applicable states. The Selling Stockholder agrees to abide by all applicable resale restrictions and holding periods imposed by all applicable securities legislation. The Selling Stockholder understands and agrees that the certificates evidencing GSI Shares issued to the Shares shall, upon issuance, contain Selling Stockholder will bear the following legend: THE SECURITIES REPRESENTED HEREBY BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), AND OR ANY APPLICABLE STATE SECURITIES LAWS OF AND NEITHER SUCH SECURITIES NOR ANY OTHER APPLICABLE JURISDICTION INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (II1) PURSUANT TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, (2) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF 1933, AS AMENDED, OR REGULATION S UNDER THE SECURITIES LAWS ACT, (3) PURSUANT TO THE RESALE LIMITATIONS SET FORTH IN RULE 905 OF ANY OTHER APPLICABLE JURISDICTION REGULATIONS S UNDER THE SECURITIES ACT, (OR ANY SIMILAR 4) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED(IF AVAILABLE), OR (5) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES LAWS OF ANY OTHER ACT AND APPLICABLE JURISDICTIONSTATE SECURITIES LAWS, RELATING IN WHICH CASE THE HOLDER MUST, PRIOR TO THE DISPOSITION OF SECURITIES) TOGETHER WITH SUCH TRANSFER, FURNISH TO GSI AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO GSI, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE COMPANY THAT MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR REQUIREMENTS OF THE SECURITIES LAWS OF ANY OTHER ACT AND APPLICABLE JURISDICTIONSTATE SECURITIES LAWS.

Exemption from Registration. The Shares Securities and any underlying --------------------------- shares of Common Stock will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyamended (the "Securities ---------- Act"). Accordingly, the certificates evidencing the Shares Series B Preferred Stock and --- the Common Stock, the Note and any shares of Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH THIS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY THIS CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONREPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED JULY 20, 1999, BY AND BETWEEN TARGETED GENETICS CORPORATION AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Shares Securities and any underlying shares of Common Stock or Preferred Stock will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amendedamended (the "Securities Act"); accordingly, the certificates evidencing the Shares Series A Preferred Stock and Series B Preferred Stock, and any shares of Preferred Stock or Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED OR THE ANY SECURITIES LAWS OF ANY A STATE OR OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER) EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR BLUE SKY LAWS, OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares Securities and any underlying shares of Incara Common Stock will be issued under an exemption or exemptions from registration under the U.S. Securities Act of 1933, as amended; accordinglyamended (the "Securities Act"). Accordingly, the certificates evidencing the Shares Series B Preferred Stock and any shares of Incara Common Stock or other securities issuable upon the exercise, conversion or exchange of any of the Securities shall, upon issuance, contain a legend, substantially in the following legendform as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST THEREIN MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO UNLESS THERE IS (Ii) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (IIii) TO A VALID EXEMPTION FROM THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) REGISTRATION REQUIREMENTS UNDER SUCH SECURITIES UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER BERMUDA LAW, THE SECURITIES ACT OF 1933, AS AMENDED, OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES NO INTEREST SHALL BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH THIS CORPORATION RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY THIS CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONREPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SUBSCRIPTION, JOINT DEVELOPMENT AND OPERATING AGREEMENT, DATED JULY 20, 1999, BY AND AMONG ELAN CORPORATION, PLC, ELAN INTERNATIONAL SERVICES, INC., TARGETED GENETICS CORPORATION AND TARGETED GENETICS NEWCO, LTD.

Exemption from Registration. The certificate or certificates for the Shares will (and any securities issued in respect of or exchange for the Shares) shall be issued under an exemption subject to a legend or exemptions from registration legends restricting transfer under the Securities Act of 1933, as amended; accordinglyamended (the “Securities Act”), the certificates evidencing the Shares shalland referring to restrictions on transfer herein, upon issuance, contain the following legendsuch legend to be substantially as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST THEREIN MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ISSUER OF THESE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF ANY OTHER APPLICABLE JURISDICTIONJULY 27, 2007, BY AND BETWEEN TARGACEPT, INC. AND GLAXO GROUP LIMITED.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR THE ANY SECURITIES LAWS OF ANY A STATE OR OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR BLUE SKY LAWS, OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.

Exemption from Registration. The certificate or certificates for the Shares will (and any securities issued in respect of or exchange for the Shares) shall be issued under an exemption subject to a legend or exemptions from registration legends restricting transfer under the Securities Act of 1933, as amended; accordingly, (the certificates evidencing the Shares shall"Securities Act") and referring to restrictions on transfer herein, upon issuance, contain the following legendsuch legend to be substantially as follows: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND NO INTEREST THEREIN MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ISSUER OF THESE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SUCH THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS REPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN STOCK PURCHASE AGREEMENT DATED AS OF ANY OTHER APPLICABLE JURISDICTIONDECEMBER 11, 2006, BY AND BETWEEN EPIX PHARMACEUTICALS, INC. AND GLAXO GROUP LIMITED AND SMITHKLINE XXXXXXX CORPORATION.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONREPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN AMENDED AND RESTATED SUBSCRIPTION, JOINT DEVELOPMENT AND OPERATING AGREEMENT, DATED OCTOBER 14, 2002, BY AND AMONG ELAN CORPORATION, PLC, ELAN INTERNATIONAL SERVICES, INC., ISIS PHARMACEUTICALS, INC. AND ORASENSE LTD. CLAUSE 5

Exemption from Registration. The Shares Series A Preferred Stock --------------------------- will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordingly, the certificates evidencing the Shares Series A Preferred Stock shall, upon issuance, contain the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION 1933 AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 AND ANY APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONREPRESENTED BY THIS CERTIFICATE IS ALSO SUBJECT TO THE RESTRICTIONS CONTAINED IN THAT CERTAIN SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 10, 1998, BY AND BETWEEN MEDI-JECT CORPORATION AND ELAN INTERNATIONAL SERVICES, LTD.

Exemption from Registration. The Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended; accordinglyAct. Accordingly, the certificates evidencing the Shares shall, upon issuance, contain the following legend: [*] Confidential Treatment Requested; Certain Information Omitted and Filed Separately with the SEC. THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR (II) TO THE EXTENT APPLICABLE, RULE 144 (OR SIMILAR PROVISION) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE ANY SECURITIES LAWS OF A STATE OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE JURISDICTION STATE SECURITIES OR BLUE SKY LAWS, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION, RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR THE APPLICABLE STATE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONLAWS.