Common use of Request for Registration on Form Other Than Form S-3 Clause in Contracts

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of (a) four years after the date of this Agreement or (b) twelve months after the closing of the Company’s initial public offering of shares of Common Stock pursuant to a Registration Statement, a written request that the Company effect any Registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering of at least 25% of the then outstanding Registrable Securities, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use all reasonable efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within 20 days after written notice from the Company. The Company shall not be obligated to take any action to effect any such registration pursuant to this Section 7.1 (i) during the period starting with the date 60 days prior to the Company’s estimated date of filing, and ending on the date 120 days immediately following the effective date of a Registration pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is employing all reasonable efforts in good faith to cause such Registration to become effective or (ii) after the Company has effected one such Registration pursuant to this Section 8.1 and such Registration has been declared effective.

Request for Registration on Form Other Than Form S-3. Subject to the terms For a period of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of three (a3) four years after the date of this Agreement or (b) twelve months after following the closing of the CompanyCorporation’s initial underwritten public offering of shares of Common Stock pursuant to a Registration Statementregistration statement, and in the event that the Corporation shall receive from the Holders of no less than 50% of the outstanding Registrable Securities a written request that the Company Corporation effect any Registration registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering S-1 or Form S-2, the Corporation shall promptly give notice thereof to all Holders of at least 25% of the then outstanding Registrable Securities. Each Holder shall have the right, by giving notice to the Company Corporation within 15 days following receipt by it of such notice from the Corporation, to elect to have included in such registration such of its Registrable Securities as such Holders shall (i) promptly give written request in such notice of the proposed Registration election, subject to all other Holders and (ii) as soon as practicable, Section 2.1(c). The Corporation shall use all reasonable its best efforts to effect Registration registration of the Registrable Securities specified in such request, together with any Registrable Securities request and notice of any Holder joining in such request as are specified in a written request given within 20 days after written notice from the Companyelection. The Company Corporation shall not be obligated to take any action to effect any such registration more than two (2) registrations pursuant to this Section 7.1 (i) during the period starting with the date 60 days prior to the Company’s estimated date of filing2.1(a); provided, and ending on the date 120 days immediately following the effective date of a Registration pertaining to securities of the Company (other than that a registration of securities in shall not be counted for this purpose if (A) the Corporation elects to sell stock pursuant to a Rule 145 transaction or with respect to an employee benefit planregistration at the same time as the registration requested hereunder and less than all the Registrable Securities for which registration was requested are included, (B) provided that the Company is employing all reasonable efforts in good faith to cause such Registration to registration statement does not become effective or (iiC) after the Company has effected one requesting Holders are not able to sell at least 90% of the Registrable Securities requested to be included in such Registration pursuant to this Section 8.1 and such Registration has been declared effectiveregistration statement.

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of (a) four three (3) years after the date of this Agreement or (b) twelve months 180 days after the closing of the Company’s initial public offering of shares of Common Stock pursuant to under a Registration Statement, a written request that the Company effect any Registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for with respect to an offering the reasonably anticipated aggregate offering price to the public of at least 25% which, before deduction of the then outstanding Registrable SecuritiesSelling Expenses, would not be less than $20,000,000, the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use all reasonable its best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within 20 days after written notice from the Company. The Company shall not be obligated to take any action to effect any such registration pursuant to this Section 7.1 (i) during the period starting with the date 60 days prior to the Company’s estimated date of filing, and ending on the date 120 days immediately following the effective date of a Registration pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is employing all reasonable efforts in good faith to cause such Registration to become effective or (ii) 2.1 after the Company has effected one three (3) such Registration Registrations pursuant to this Section 8.1 2.1 and such Registration has Registrations have been declared effective. Notwithstanding anything in this Agreement to the contrary, the Warrant Shares issuable upon the exercise of the Warrants described in clauses (i) and (ii) of Section 1.14, and any shares described in clause (e) of Section 1.10 that are issued in respect of such Warrant Shares (collectively referred to as the “Excluded Shares”), shall not be Registrable Securities for purposes of this Section 2.1.

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of (a) four years after the date of this Agreement or (b) twelve months after the closing of the Company’s initial public offering of shares of Common Stock pursuant to a Registration StatementOctober 31, 1999, a written request that the Company effect any Registration with respect to all or a part of the Registrable Securities on a form Form other than Form S-3 for an offering of at least 25% of the then outstanding Registrable SecuritiesSecurities (or any lesser percent if the reasonably anticipated aggregate offering price to the public would exceed $10,000,000), the Company shall (i) shall promptly give written notice of the proposed Registration to all other Holders and (ii) shall, as soon as practicable, use all reasonable its best efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within 20 days after written notice from the Company. The Company shall not be obligated to take any action to effect any such registration Registration pursuant to this Section 7.1 (i) during the period starting with the date 60 sixty (60) days prior to the Company’s 's estimated date of filing, and ending on the date 120 sixty (60) days immediately following the effective date of a Registration an underwritten public offering pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is employing all reasonable efforts in good faith to cause such Registration to become effective or (ii) after the Company has effected one three such Registration Registrations pursuant to this Section 8.1 7.1 and such Registration has Registrations have been declared effective.

Request for Registration on Form Other Than Form S-3. Subject to the terms of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of (a) four years after the date of this Agreement May 17, 2007 or (b) twelve six months after the closing of the Corus Pharma, Inc Amended and Restated Information and Registration Rights Agreement Company’s initial public offering of shares of Common Stock pursuant to under a Registration Statement, a written request that the Company effect any Registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering of at least 25% $5,000,000 net of Selling Expenses (provided, however, that if the then outstanding Registrable SecuritiesCompany has not consummated an initial public offering prior to such demand, this demand right pursuant to this Section 6.1 may be exercised only for an offering of at least $30,000,000, net of Selling Expenses), the Company shall (i) promptly give written notice of the proposed Registration to all other Holders and (ii) as soon as practicable, use all reasonable efforts to effect Registration of the Registrable Securities specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within 20 days after written notice from the Company. The Company shall not be obligated to take any action to effect any such registration Registration pursuant to this Section 7.1 6.1 (iA) during the period starting with the date 60 days prior to the Company’s estimated date of filing, and ending on the date 120 days immediately following the effective date of a Registration pertaining to securities under any of the Company (other than a registration of securities circumstances described in a Rule 145 transaction or with respect to an employee benefit plan) provided that the Company is employing all reasonable efforts in good faith to cause such Registration to become effective Section 6.3 or (iiB) after the Company has effected one two such Registration Registrations pursuant to this Section 8.1 6.1 and such Registration has Registrations have been declared effective.

Request for Registration on Form Other Than Form S-3. Subject to the terms For a period of this Agreement, in the event that the Company shall receive from the Initiating Holders at any time after the earlier of three (a3) four years after the date of this Agreement or (b) twelve months after following the closing of the CompanyCorporation’s initial underwritten public offering of shares of Common Stock pursuant to a Registration Statementregistration statement, and in the event that the Corporation shall receive from the Holders of no less than 50% of the outstanding Registrable Securities a written request that the Company Corporation effect any Registration registration with respect to all or a part of the Registrable Securities on a form other than Form S-3 for an offering S-1, the Corporation shall promptly give notice thereof to all Holders of at least 25% of the then outstanding Registrable Securities. Each Holder shall have the right, by giving notice to the Company Corporation within 15 days following receipt by it of such notice from the Corporation, to elect to have included in such registration such of its Registrable Securities as such Holders shall (i) promptly give written request in such notice of the proposed Registration election, subject to all other Holders and (ii) as soon as practicable, Section 2.1(c). The Corporation shall use all reasonable its best efforts to effect Registration registration of the Registrable Securities specified in such request, together with any Registrable Securities request and notice of any Holder joining in such request as are specified in a written request given within 20 days after written notice from the Companyelection. The Company Corporation shall not be obligated to take any action to effect any such registration more than two (2) registrations pursuant to this Section 7.1 (i) during the period starting with the date 60 days prior to the Company’s estimated date of filing2.1(a); provided, and ending on the date 120 days immediately following the effective date of a Registration pertaining to securities of the Company (other than that a registration of securities in shall not be counted for this purpose if (A) the Corporation elects to sell stock pursuant to a Rule 145 transaction or with respect to an employee benefit planregistration at the same time as the registration requested hereunder and less than all the Registrable Securities for which registration was requested are included, (B) provided that the Company is employing all reasonable efforts in good faith to cause such Registration to registration statement does not become effective or (iiC) after the Company has effected one requesting Holders are not able to sell at least 90% of the Registrable Securities requested to be included in such Registration pursuant to this Section 8.1 and such Registration has been declared effectiveregistration statement.