Common use of Resale Registration Statement Clause in Contracts

Resale Registration Statement. (a) Provided that all recipients of Acquiror Parent Shares and potential recipients of Holdback Shares, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all selling shareholder information required to be included therein, Acquiror shall use commercially reasonable efforts to (i) file, or cause to be filed, with the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering the resale of the Acquiror Parent Shares, the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by the SEC as promptly as practicable after such filing (if it does not become effective automatically upon such filing), and (iii) maintain the effectiveness of the Resale Shelf until the latest to occur of (A) the date that the Acquiror Parent Shares and any Dividend Shares issued pursuant to this Agreement, the Holdback Shares and the Additional Holdback Shares issued pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may be

Resale Registration Statement. (a) Provided Parent shall prepare and file within ninety (90) days of the Closing Date a registration statement on Form S-3 under the Securities Act, which registration statement shall cover the sale, resale or other distribution of all such shares of Parent Common Stock issued to Company Stockholders pursuant to this Agreement (the “Registrable Securities”) on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, except that all recipients if Parent fails to meet one or more of Acquiror Parent Shares and potential recipients of Holdback Sharesthe registrant requirements specified in General Instruction I.A. on Form S-3, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all selling shareholder information required registration shall be on another appropriate form that allows for such Registrable Securities to be included thereinregistered (the “Resale Registration Statement”), Acquiror shall and use commercially reasonable efforts to (i) file, or cause such Resale Registration Statement to be filed, with the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering the resale of the Acquiror Parent Shares, the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared become effective by the SEC as promptly as reasonably practicable after the filing thereof (and in any event within 60 days after the filing thereof). Once declared effective, Parent shall, subject to the other applicable provisions of this Agreement, use commercially reasonable efforts to cause the Resale Registration Statement to be continuously effective and usable until the date that is the three-year anniversary of the effective date of such filing registration, or such earlier time as all shares of Registrable Securities covered by such Registration Statement (if it does not become effective automatically upon i) have been sold pursuant to such filing)Registration Statement or otherwise, and (ii) may be transferred under Rule 144 or another similar exemption under the Securities Act without manner of sale or volume restrictions, or (iii) maintain cease to be outstanding (the effectiveness of the Resale Shelf until the latest to occur of (A) the date that the Acquiror Parent Shares and any Dividend Shares issued pursuant to this Agreement, the Holdback Shares and the Additional Holdback Shares issued pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein“Effectiveness Period”), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may be.

Resale Registration Statement. (a) Provided that If an IPO Registration Statement has not been declared effective with respect to all recipients of Acquiror Parent the Registrable Shares by the first anniversary of the Effective Date, then, within 60 days following such anniversary date, the Company will prepare and potential recipients of Holdback Shares, Additional Holdback file with the Commission a Resale Registration Statement with respect to the Registrable Shares and Dividend Shares have adequately and timely provided Acquiror with all selling shareholder information required to be not included therein, Acquiror shall in an effective IPO Registration Statement. The Company will then use its commercially reasonable efforts to (i) file, or cause such Resale Registration Statement to be filed, with the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 declared effective (the “Resale ShelfRegistration Effectiveness Date”) registering within 120 days after the resale of the Acquiror Parent Shares, the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by the SEC as promptly as practicable after such initial filing (if it does not become effective automatically upon such filing), and (iii) maintain the effectiveness of the Resale Shelf until Registration Statement. Notwithstanding the latest to occur of (A) foregoing, in the date event that the Acquiror Parent Shares and any Dividend Shares issued Commission Staff should limit the number of Registrable Securities that may be sold pursuant to this Agreementthe Resale Registration Statement, the Holdback Shares and Company may remove from the Additional Holdback Shares Resale Registration Statement such number of Registrable Securities as specified by the Staff first from the shares of Common Stock issued pursuant to any Holdback Agreementor issuable upon exercise of the Placement Agent Warrants, if any, on a pro rata basis among the Holders thereof, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer second from the other Registrable Securities, on a pro rata basis among the Holders thereof (such Registrable Securities, the “Reduction Securities”). In such event, the Company shall give the Holders prompt notice of the number of Registrable Securities excluded therefrom. The Company shall use its commercially reasonable efforts at the first opportunity permitted by the Commission to register for resale the Reduction Securities (on a pro rata basis among the Holders of such Reduction Securities, as provided in the definition therein), (Bneeded) the last date on which Acquiror Parent Shares using one or Indemnification Shares may bemore registration statement.

Resale Registration Statement. (a) Provided that all recipients of Acquiror Parent Shares and potential recipients of Holdback Shares, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all selling shareholder information required Buyer agrees to be included therein, Acquiror shall use commercially reasonable efforts to (i) file, or cause to be filedas promptly as possible, with but no later than ten (10) Business Days following the SEC within thirty (30) days of the ClosingEffective Time, a shelf registration statement on Form S-3 (the “Resale ShelfRegistration Statement”) with the Commission registering all shares of Buyer Common Stock included in the Stock Merger Consideration for resale of by the Acquiror Parent Shares, Members from time to time during the Holdback Shares, subsequent one year period not subject to section 5.16.1. Buyer shall use commercially reasonable efforts to have the Additional Holdback Shares Registration Statement and the Dividend Shares, (ii) have the Resale Shelf related prospectuses declared effective by the SEC Commission as promptly soon as practicable after possible thereafter and to prepare and file with the Commission such filing (if it does not become amendments and supplements to the registration as may be necessary to keep such Registration Statement effective automatically upon such filing), and (iii) maintain the effectiveness of the Resale Shelf until the latest to occur of (A) the date that is twelve months after the Acquiror Parent Shares and any Dividend Shares Closing Date. At the request of Buyer, the Members’ Representative will promptly report to Buyer the number of shares of Buyer Common Stock held by each Member that was not sold under the Registration Statement at the time the Buyer chooses to de-register the remaining securities registered on the Registration Statement. Buyer will use its commercially reasonable efforts to cause all Buyer Common Stock issued pursuant to this Agreement, the Holdback Shares Agreement to be listed on each securities exchange on which similar securities issued by Buyer are then listed. Buyer will provide a transfer agent and the Additional Holdback Shares registrar for all Buyer Common Stock issued pursuant to any Holdback Agreementthis Agreement no later than the effective date of the Registration Statement. Upon the expiration of applicable holding periods under Rule 144 of the Act and the restrictions of 5.16.1 the Company will provide, or cause its counsel to provide, an opinion to the transfer agent and any Indemnification Shares issued registrar that, subject to the holder’s satisfaction of the conditions of Rule 144, the shares of Buyer Common Stock can be resold pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in Rule 144. The obligations of the definition therein), (B) Buyer to maintain an effective Registration Statement under this Section 5.16.3 shall cease on the last date on which Acquiror Parent Shares or Indemnification Shares may befirst anniversary of the Closing Date.

Resale Registration Statement. (a) Provided In the event that all recipients of Acquiror Parent Shares and potential recipients of Holdback Shares, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all selling shareholder information is required to issue shares of Parent Common Stock to the Eligible Securityholders pursuant to Section 1.6 of this Agreement (but expressly excluding any issuance of Parent Common Stock pursuant to the Notes), then within 30 days of the issuance of such shares, Parent shall file with the SEC, and thereafter use its commercially reasonable efforts to have declared effective as soon as practicable, a “shelf” registration statement on Form S-3 (or if Parent is not eligible to use Form S-3, any other form that Parent is eligible to use) (a “Resale Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale of shares of Parent Common Stock issued pursuant to this Agreement as Merger Consideration (the “Registrable Merger Shares”). In its discretion, Parent will be included therein, Acquiror permitted to register any other shares for resale by other eligible selling stockholders using the Resale Registration Statement. Parent shall use commercially reasonable efforts to (i) file, or cause to be filed, with keep the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering Registration Statement continuously effective and usable for the resale of the Acquiror Parent Shares, Registrable Merger Shares covered thereby for a period commencing on the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by date on which the SEC as promptly as practicable after declares such filing (if it does not become Resale Registration Statement effective automatically upon such filing), and (iii) maintain ending on the effectiveness of the Resale Shelf until the latest to occur earlier of (Ax) the date that upon which all of the Acquiror Parent Registrable Merger Shares and any Dividend Shares issued first become eligible for resale pursuant to this Agreement, Rule 144 under the Holdback Securities Act without restriction or (y) the first date upon which all of the Registrable Merger Shares and the Additional Holdback Shares issued covered by such Resale Registration Statement have been sold pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may besuch Resale Registration Statement.

Resale Registration Statement. As soon as practicable and in any event within 90 days after the Effective Time, NitroMed shall file with the SEC, and use its commercially reasonable efforts to have declared effective as soon as practicable, a resale “shelf” registration statement on Form S-3 (a) Provided that all recipients of Acquiror Parent Shares and potential recipients of Holdback Shares, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all selling shareholder information required to be included therein, Acquiror which NitroMed shall use commercially reasonable efforts to (i) file, or cause to be filed, with the SEC within thirty (30) days include as part of the ClosingForm S-4 Registration Statement) (or if NitroMed is not eligible to use Form S-3, any other form that NitroMed is eligible to use) (a shelf registration statement on Form S-3 “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale by the Archemix Affiliates of shares of NitroMed Common Stock issued pursuant to this Agreement as merger consideration (the “Resale ShelfRegistrable Merger Shares”) registering ). NitroMed shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective and usable for the resale of the Acquiror Parent Shares, Registrable Merger Shares covered thereby for a period commencing on the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by date on which the SEC as promptly as practicable after declares such filing (if it does not become Shelf Registration Statement effective automatically upon such filing), and (iii) maintain ending on the effectiveness of the Resale Shelf until the latest to occur earlier of (Ax) the date that upon which all of the Acquiror Parent Registrable Merger Shares and any Dividend Shares issued first become eligible for resale pursuant to this Agreement, Rule 145 under the Holdback Securities Act without restriction or (y) the first date upon which all of the Registrable Merger Shares and the Additional Holdback Shares issued covered by such Shelf Registration Statement have been sold pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may besuch Shelf Registration Statement.

Resale Registration Statement. Prior to the Effective Time, DPI shall file with the SEC, and use its commercially reasonable efforts to have declared effective as soon as practicable, a resale “shelf” registration statement on Form S-3 (awhich may be part of the Form S-4 Registration Statement) Provided (or if DPI is not eligible to use Form S-3, any other form that all recipients DPI is eligible to use) (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale by former affiliates of Acquiror Parent Shares and potential recipients Merger Partner (including any former affiliates of Holdback Merger Partner who may following the Effective Time be current affiliates of DPI) of shares of DPI Common Stock issued pursuant to this Agreement as merger consideration (the “Registrable Merger Shares”). In its discretion, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all DPI will be permitted to register any other shares for resale by other eligible selling shareholder information required to be included therein, Acquiror stockholders using the Shelf Registration Statement. DPI shall use commercially reasonable efforts to (i) file, or cause to be filed, with keep the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering Shelf Registration Statement continuously effective and usable for the resale of the Acquiror Parent Shares, Registrable Merger Shares covered thereby for a period commencing on the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by date on which the SEC as promptly as practicable after declares such filing (if it does not become Shelf Registration Statement effective automatically upon such filing), and (iii) maintain ending on the effectiveness of the Resale Shelf until the latest to occur earlier of (Ax) the date that upon which all of the Acquiror Parent Registrable Merger Shares and any Dividend Shares issued first become eligible for resale pursuant to this Agreement, Rule 145 under the Holdback Securities Act without restriction or (y) the first date upon which all of the Registrable Merger Shares and the Additional Holdback Shares issued covered by such Shelf Registration Statement have been sold pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may besuch Shelf Registration Statement.

Resale Registration Statement. (a) Provided As soon as practicable and in any event within 90 days after the Effective Time, EPIX shall file with the SEC, and thereafter use its commercially reasonable efforts to have declared effective as soon as practicable, a registration statement on Form S-3 (or if EPIX is not eligible to use Form S-3, any other form that all recipients EPIX is eligible to use) (a “S-3 Registration Statement”) under the Securities Act covering the resale by (i) the Chairman of Acquiror Parent Shares the Board of Directors of EPIX and potential recipients (ii) former affiliates of Holdback Predix (including any former affiliates of Predix who may following the Effective Time be current affiliates of EPIX) listed on Schedule 7 hereto (collectively, the “Affiliate Stockholders”) of shares of EPIX Common Stock issued pursuant to this Agreement as Merger Consideration (the “Registrable Merger Shares”). In its discretion, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all EPIX will be permitted to register any other shares for resale by other eligible selling shareholder information required to be included therein, Acquiror stockholders using the S-3 Registration Statement. EPIX shall use commercially reasonable efforts to (i) file, or cause to be filed, with keep the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering Registration Statement continuously effective and usable for the resale of the Acquiror Parent Shares, Registrable Merger Shares covered thereby for a period commencing on the Holdback Shares, date on which the Additional Holdback SEC declares the S-3 Registration Statement effective and ending on the earlier of (i) the date upon which all of the Registrable Merger Shares and first become eligible for resale pursuant to Rule 145 under the Dividend Shares, Securities Act without restriction or (ii) have the Resale Shelf declared effective first date upon which all of the Registrable Merger Shares covered by the SEC as promptly as practicable after such filing (if it does not become effective automatically upon such filing), and (iii) maintain the effectiveness of the Resale Shelf until the latest to occur of (A) the date that the Acquiror Parent Shares and any Dividend Shares issued S-3 Registration Statement have been sold pursuant to this Agreement, the Holdback Shares and the Additional Holdback Shares issued pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may besuch registration statement.

Resale Registration Statement. Within 60 days after the Effective Time, Axonyx shall file with the SEC, and thereafter use its commercially reasonable efforts to have declared effective as soon as practicable, a “shelf” registration statement on Form S-3 (aor if Axonyx is not eligible to use Form S-3, any other form that Axonyx is eligible to use) Provided that all recipients (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale by former affiliates of Acquiror Parent Shares and potential recipients TorreyPines (including any former affiliates of Holdback TorreyPines who may following the Effective Time be current affiliates of Axonyx) of shares of Axonyx Common Stock (including the Axonyx Common Stock issuable upon exercise of the Axonyx Merger Warrants) issued pursuant to this Agreement as merger consideration (the “Registrable Merger Shares”). In its discretion, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all Axonyx will be permitted to register any other shares for resale by other eligible selling shareholder information required stockholders using the Shelf Registration Statement. Subject to be included thereincustomary black-out periods, Acquiror Axonyx shall use commercially reasonable efforts to (i) file, or cause to be filed, with keep the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering Shelf Registration Statement continuously effective and usable for the resale of the Acquiror Parent Shares, Registrable Merger Shares covered thereby for a period commencing on the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by date on which the SEC as promptly as practicable after declares such filing (if it does not become Shelf Registration Statement effective automatically upon such filing), and (iii) maintain ending on the effectiveness of the Resale Shelf until the latest to occur earlier of (Ax) the date that upon which all of the Acquiror Parent Registrable Merger Shares and any Dividend Shares issued first become eligible for resale pursuant to this Agreement, Rule 145 under the Holdback Securities Act without restriction or (y) the first date upon which all of the Registrable Merger Shares and the Additional Holdback Shares issued covered by such Shelf Registration Statement have been sold pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may besuch Shelf Registration Statement.

Resale Registration Statement. As soon as practicable and in any event within 45 days after the Effective Time, CancerVax shall file with the SEC, and thereafter use its commercially reasonable efforts to have declared effective as soon as practicable, a “shelf” registration statement on Form S-3 (aor if CancerVax is not eligible to use Form S-3, any other form that CancerVax is eligible to use) Provided that all recipients (a “Shelf Registration Statement”) pursuant to Rule 415 promulgated under the Securities Act covering the resale by former affiliates of Acquiror Parent Shares and potential recipients or Micromet (including any former affiliates of Holdback Parent or Micromet who may following the Effective Time be current affiliates of CancerVax) of shares of CancerVax Common Stock issued pursuant to this Agreement as merger consideration (the “Registrable Merger Shares”). In its discretion, Additional Holdback Shares and Dividend Shares have adequately and timely provided Acquiror with all CancerVax will be permitted to register any other shares for resale by other eligible selling shareholder information required to be included therein, Acquiror stockholders using the Shelf Registration Statement. CancerVax shall use commercially reasonable efforts to (i) file, or cause to be filed, with keep the SEC within thirty (30) days of the Closing, a shelf registration statement on Form S-3 (the “Resale Shelf”) registering Shelf Registration Statement continuously effective and usable for the resale of the Acquiror Parent Shares, Registrable Merger Shares covered thereby for a period commencing on the Holdback Shares, the Additional Holdback Shares and the Dividend Shares, (ii) have the Resale Shelf declared effective by date on which the SEC as promptly as practicable after declares such filing (if it does not become Shelf Registration Statement effective automatically upon such filing), and (iii) maintain ending on the effectiveness of the Resale Shelf until the latest to occur earlier of (Ax) the date that upon which all of the Acquiror Parent Registrable Merger Shares and any Dividend Shares issued first become eligible for resale pursuant to this Agreement, Rule 145 under the Holdback Securities Act without restriction or (y) the first date upon which all of the Registrable Merger Shares and the Additional Holdback Shares issued covered by such Shelf Registration Statement have been sold pursuant to any Holdback Agreement, and any Indemnification Shares issued pursuant to any Founder Share Acknowledgment Agreement are no longer Registrable Securities (as provided in the definition therein), (B) the last date on which Acquiror Parent Shares or Indemnification Shares may besuch Shelf Registration Statement.