Common use of Resale Registration Statements Clause in Contracts

Resale Registration Statements. As promptly as possible but in no event more than five Business Days following the issuance of each of the Closing Shares, the Contingency Shares, and the Sorrento Regulatory Approval Shares, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement (each a “Resale Registration Statement” and collectively, the “Resale Registration Statements”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Closing Registrable Securities, the Contingency Registrable Securities or the Regulatory Approval Registrable Securities, respectively, shall be included (on the initial filing or by supplement thereto) to enable the public resale on a delayed or continuous basis of the Closing Registrable Securities, the Contingency Registrable Securities or the Regulatory Approval Registrable Securities, respectively, by the Holders. The Company shall file each Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable efforts to have such Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no event more than 90 days following the initial filing of each Registration Statement. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of each Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four (4) years following the date of effectiveness of such Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by such Resale Registration Statement.

Resale Registration Statements. As promptly as possible but in no event more than five Business Days following the issuance of each of the Closing Shares, the Contingency Shares, and the Sorrento Regulatory Approval Shares, the The Company shall (a) agrees to file with the SEC, or as promptly as practicable following the Warrant Closing Date, but no later than 30 days after the Warrant Closing Date (b) have filed with the SEC, a resale registration statement (each a “Resale Registration Statement” and collectively, the “Resale Registration StatementsFiling Deadline”) (i) one or more registration statements on Form S-3 (or, if the Company shall not then be eligible to use Form S-3, on such other form as the Company shall then be eligible to use) pursuant to Rule 415 under the Securities Act pursuant to which all covering the resale by the Investors of the Closing Registrable Securities, the Contingency Registrable Securities or (the Regulatory Approval Registrable Securities, respectively, shall be included (on the initial filing or by supplement thereto) to enable the public resale on a delayed or continuous basis of the Closing Registrable Securities, the Contingency Registrable Securities or the Regulatory Approval Registrable Securities, respectively, by the Holders. The Company shall file each “Resale Registration Statement on such form as the Company may then utilize Statement”) or (ii) one or more prospectus supplements or other materials under the rules of the SEC and use its commercially reasonable efforts to have such Resale Registration Statement declared effective Rule 430B promulgated under the Securities Act to include in a prospectus that is part of an effective registration statement such information as soon shall be necessary to identify the Investors as practicableselling security holders and to permit the resale by the Investors of the Registrable Securities; provided, but however, that in no the event more than 90 days following the initial filing of each Registration Statement. The Company agrees to use its commercially reasonable efforts to maintain the effectiveness of each Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing new registration statements relating is not S-3 eligible prior to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under Filing Deadline, the Securities Act, continuously until the date that is Filing Deadline shall be extended to the earlier of (i) four 30 days after the Company is S-3 eligible, and (4ii) years April 30, 2010. If a Resale Registration Statement covering all of the Registrable Securities is not filed with the SEC on or prior to Filing Deadline, as extended pursuant to the terms of this paragraph, then the Company will make payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to such Investor’s Liquidated Damages Amount for each 30-day period (or pro rata for any portion thereof) following the Filing Date until the earlier of (i) the date of effectiveness of such on which the Company files a Resale Registration StatementStatement covering all of the Registrable Securities with the SEC, or and (ii) the date on which Liquidated Damages begin to accrue under Section 2(c). Subject to any SEC comments, each Resale Registration Statement filed pursuant to this Section 2(a) shall include the Holders plan of distribution attached hereto as Exhibit A; provided, however, that no longer hold any Investor shall be named as an “underwriter” in a Resale Registration Statement without the Investor’s prior written consent. Each Resale Registration Statement shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Registrable Securities. Any Resale Registration Statement which covers the resale of Registrable Securities covered by such shall not cover transactions in shares of Common Stock or other securities for the account of any holder other than the Investors without the prior written consent of the Required Investors. Each Resale Registration StatementStatement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(c) to the Investors and their counsel prior to its filing or other submission.

Resale Registration Statements. As promptly as possible but in no event more than five Business Days Within 45 days following the date of issuance of each of the Closing Shares, the Contingency Shares, Initial Warrants and the Sorrento Regulatory Approval SharesSubsequent Warrants, the Company shall (a) file with the SEC, or (b) have filed with the SEC, a resale registration statement Resale Registration Statement (each together with any New Registration Statement (as defined below), each, a “Resale Registration Statement” and collectively, the “Resale Registration Statements”) pursuant to Rule 415 under the Securities Act pursuant to which all of the Closing Registrable Securities, the Contingency Initial Registrable Securities or the Regulatory Approval Subsequent Registrable Securities, respectively, shall be included (on the initial filing or by supplement or amendment thereto) to enable the public resale on a delayed or continuous basis of the Closing Registrable Securities, the Contingency Initial Registrable Securities or the Regulatory Approval Subsequent Registrable Securities, respectively, by the Holders. The Company shall file each Resale Registration Statement on such form as the Company may then utilize under the rules of the SEC and use its commercially reasonable best efforts to have such Resale Registration Statement declared effective under the Securities Act as soon as practicable, but in no any event more than 90 by the earlier of: (A) 120 days following the initial filing date of issuance of each of the Initial Warrants and the Subsequent Warrants, respectively, and (B) five trading days after the date the Company receives written notification from the SEC that such Resale Registration StatementStatement will not be reviewed. The Company agrees to use its commercially reasonable best efforts to maintain the effectiveness of each Resale Registration Statement, including by filing any necessary post-effective amendments and prospectus supplements, or, alternatively, by filing one or more new registration statements (each, a “New Registration Statement”) relating to the Registrable Securities covered by such Resale Registration Statement as required by Rule 415 under the Securities Act, continuously until the date that is the earlier of (i) four (4) five years following the date of effectiveness of such Resale Registration Statement, or (ii) the date on which the Holders no longer hold any Registrable Securities covered by such Resale Registration Statement.