Common use of Restrictions on Public Sale by the Company and Others Clause in Contracts

Restrictions on Public Sale by the Company and Others. The Company agrees that during the period beginning on the day of a valid request by one or more Holders for an underwritten offering pursuant to Section 2(c) or Section 3(b), and ending on the earlier of (i) abandonment of such underwritten offering by the Holders or, solely due to market conditions, by the Shelf Underwriters or Demand Underwriters, as applicable, (ii) sixty (60) days after completion of such underwritten offering or, if earlier, upon agreement by the Shelf Underwriters or Demand Underwriters, as applicable, engaged in the underwritten public offering, but in no event less than 45 days after completion of such underwritten offering (it being understood that following the period ending 45 days after completion of such underwritten offering, Amgen shall, if requested in writing to do so by the Company, request that the Shelf Underwriters or the Demand Underwriters, as applicable, assess the market conditions and feasibility of reasonably terminating such period early) or (iii) ninety (90) days after the effectiveness of the Registration Statement relating to such underwritten offering (the earlier of the foregoing, the “Company Blackout Period”), the Company shall not initiate any sales of its securities pursuant to a registration with the intention of sales of such securities for cash for its own benefit or the benefit of any other equity holder of the Company (other than registrations on Form S-8 or Form S-4, registrations of Common Stock issuable upon exercise of options on Form S-3, shelf registration statements registering the resale of securities issued in transactions exempt from the Act (including pursuant to Rule 144A under the Act) and registrations for the issuance of securities issued to collaborative partners in connection with agreements with such partners relating to the Company’s programs and products) and shall cause each of its directors and officers to execute agreements binding them to the same limitations set forth in this paragraph during the Company Blackout Period; provided, however that Amgen shall, upon receipt of the written request of any such director or officer, request that the Shelf Underwriters or Demand Underwriters, as applicable, assess the market conditions and feasibility of reasonably consenting to sales by such director or officer during the Company Blackout Period.

Restrictions on Public Sale by the Company and Others. The Company agrees (i) that it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) (except for any securities issued to officers, directors and/or employees of the Company or its subsidiaries pursuant to options or agreements entered into with such officers, directors and/or employees in connection with their employment or pursuant to the Company's stock option, stock bonus and other stock plans and arrangements for officers, directors and employees) during the 15-day period prior to, and during the 180-day period beginning on on, the day commencement of any underwritten offering of Registrable Securities which has been scheduled prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company (or, if applicable, any subsidiary of the Company) issues or agrees to issue any securities which have registration rights shall contain (x) a valid request by one or more Holders for provision under which the holders of such securities agree, in the event of an underwritten offering of Registrable Securities, not to effect any public sale or distribution of any securities of the same class as any of the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or other right for such securities, during the periods described in clause (i) of this Section 2.4, in each case including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in effect) and (y) a provision that effects, upon notice given pursuant to Section 2(c) or Section 3(b), and ending on 2.1 hereof to the earlier of (i) abandonment of such Company that an underwritten offering by the Holders or, solely due of Registrable Securities is to market conditions, by the Shelf Underwriters or Demand Underwriters, as applicable, (ii) sixty (60) days after completion of such underwritten offering or, if earlier, upon agreement by the Shelf Underwriters or Demand Underwriters, as applicable, engaged in the underwritten public offering, but in no event less than 45 days after completion of such underwritten offering (it being understood that following the period ending 45 days after completion of such underwritten offering, Amgen shall, if requested in writing to do so by the Company, request that the Shelf Underwriters or the Demand Underwriters, as applicable, assess the market conditions and feasibility of reasonably terminating such period early) or (iii) ninety (90) days after the effectiveness of the Registration Statement relating to such underwritten offering (the earlier of the foregoingbe undertaken, the “Company Blackout Period”), the Company shall not initiate any sales of its securities pursuant to a registration with the intention of sales of such securities for cash for its own benefit or the benefit lapse of any other equity holder demand registration rights with respect to any securities of the Company (other than registrations on Form S-8 or Form S-4or, registrations if applicable, of Common Stock issuable upon exercise any subsidiary of options on Form S-3, shelf registration statements registering the resale of securities issued in transactions exempt from the Act (including pursuant to Rule 144A under the Act) and registrations for the issuance of securities issued to collaborative partners in connection with agreements with such partners relating to the Company’s programs and products) and shall cause each until the expiration of its directors and officers to execute agreements binding them to 180 days after the same limitations set forth in this paragraph during the Company Blackout Period; provided, however that Amgen shall, upon receipt date of the written request completion of any such director or officer, request underwritten offering; (iii) that the Shelf Underwriters or Demand UnderwritersCompany (and, as if applicable, assess each subsidiary of the market conditions and feasibility Company) will not after the date hereof enter into any agreement or contract wherein the holders of reasonably consenting to sales by such director or officer during any securities of the Company Blackout Periodor of any subsidiary of the Company issued or to be issued are granted any "piggyback" registration tights with respect to any registration effected pursuant to Section 2.1 hereof and (iv) that the Company (and, if applicable, each subsidiary of the Company) will not after the date hereof enter into any agreement or contract wherein the exercise by any Holder of its right to an Incidental Registration hereunder would result in a breach thereof or a default thereunder or would otherwise conflict with any provision thereof.

Restrictions on Public Sale by the Company and Others. The Company agrees that during the period beginning on the day of a valid request by one or more Holders for an underwritten offering pursuant to Section 2(c) or Section 3(b), and ending on the earlier of (i) abandonment not to effect any public sale or distribution of any securities similar to those being registered, or any securities convertible into or exchangeable or exercisable for such underwritten offering by securities, during the Holders or, solely due to market conditions, by the Shelf Underwriters or Demand Underwriters, as applicable, fourteen (ii) sixty (6014) days after completion of such underwritten offering orprior to, if earlier, upon agreement by and during the Shelf Underwriters or Demand Underwriters, as applicable, engaged in the underwritten public offering, but in no event less than 45 days after completion of such underwritten offering (it being understood that following the period ending 45 days after completion of such underwritten offering, Amgen shall, if requested in writing to do so by the Company, request that the Shelf Underwriters or the Demand Underwriters, as applicable, assess the market conditions and feasibility of reasonably terminating such period early) or (iii) ninety (90) days day period beginning on, the effective date of any registration statement in which Holders are participating (except as part of such registration), if and to the extent requested by the Holders in the case of a non-underwritten public offering or if and to the extent requested by the managing underwriter or underwriters in the case of an underwritten public offering; and (ii) that any agreement entered into after the effectiveness date of the Registration Statement relating this Agreement pursuant to such underwritten offering (the earlier of the foregoing, the “Company Blackout Period”), which the Company shall not initiate issues or agrees to issue any sales of its securities convertible into or exchangeable or exercisable for such securities (other than pursuant to an effective registration statement) shall contain a registration with the intention of sales provision under which holders of such securities for cash for its own benefit agree not to effect any public sale or the benefit distribution of any other equity holder of such securities during the Company periods described in (other than registrations on Form S-8 or Form S-4i) above, registrations of Common Stock issuable upon exercise of options on Form S-3, shelf registration statements registering the resale of securities issued in transactions exempt from the Act (each case including a sale pursuant to Rule 144A 144 under the 1933 Act) and registrations for the issuance . Expenses of securities issued to collaborative partners Registration. The Company shall bear all expenses incurred in connection with agreements each registration pursuant to Section ?0 of this Agreement, excluding underwriters’ discounts and commissions, but including, without limitation, all registration, filing and qualification fees, word processing, duplicating, printers’ and accounting fees (including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance), exchange listing fees or National Association of Securities Dealers fees, messenger and delivery expenses, all fees and expenses of complying with such partners relating securities or blue sky laws, fees and disbursements of counsel for the Company. The selling Holders shall bear and pay the underwriting commissions and discounts applicable to the Company’s programs Registrable Stock offered for their account in connection with any registrations, filings and products) and shall cause each of its directors and officers qualifications made pursuant to execute agreements binding them to the same limitations set forth in this paragraph during the Company Blackout Period; provided, however that Amgen shall, upon receipt of the written request of any such director or officer, request that the Shelf Underwriters or Demand Underwriters, as applicable, assess the market conditions and feasibility of reasonably consenting to sales by such director or officer during the Company Blackout PeriodAgreement.

Restrictions on Public Sale by the Company and Others. The Company agrees (i) not to effect any public sale or distribution of any securities similar to the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities), except for any securities that may be issued to the Holders of the Warrants pursuant to Section 9 hereof, during the 15-day period prior to, and during the 60-day period beginning on the day effective date of any registration statement under which the Registrable Securities are registered in accordance with Section 13(a) (other than as part of such registration); (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company issues or agrees to issue any securities which have registration rights shall contain (x) a valid request by one provision under which the holders of such securities agree not to effect any public sale or more Holders distribution of any securities similar to the Registrable Securities (or any securities convertible into or exchangeable or exercisable for an underwritten offering any such similar securities) during the periods described in clause (i) of this Section 13(d), in each case including a sale pursuant to Rule 144 under the Act (or any similar provision then in effect) and (y) a provision that effects, upon notice given pursuant to Section 2(c) or Section 3(b13(a), and ending on hereof the earlier lapse of (i) abandonment any demand registration rights with respect to any securities of such underwritten offering by the Holders or, solely due to market conditions, by Company until the Shelf Underwriters or Demand Underwriters, as applicable, (ii) sixty (60) expiration of 180 days after the date of the completion of such underwritten offering or, if earlier, upon agreement any distribution contemplated by the Shelf Underwriters or Demand Underwriters, as applicable, engaged in the underwritten public offering, but in no event less than 45 days after completion of such underwritten offering (it being understood that following the period ending 45 days after completion of such underwritten offering, Amgen shall, if requested in writing to do so by the Company, request that the Shelf Underwriters or the Demand Underwriters, as applicable, assess the market conditions Section 13(a) hereof; and feasibility of reasonably terminating such period early) or (iii) ninety (90) days the Company will not after the effectiveness date hereof enter into any agreement or contract wherein the holders of the Registration Statement relating to such underwritten offering (the earlier of the foregoing, the “Company Blackout Period”), the Company shall not initiate any sales of its securities pursuant to a registration with the intention of sales of such securities for cash for its own benefit or the benefit of any other equity holder of the Company (other than registrations on Form S-8 or Form S-4, registrations of Common Stock issuable upon exercise of options on Form S-3, shelf are granted any "piggy-back" registration statements registering the resale of securities issued in transactions exempt from the Act (including rights with respect to any registration effected pursuant to Rule 144A under the ActSection 13(a) and registrations for the issuance of securities issued to collaborative partners in connection with agreements with such partners relating to the Company’s programs and products) and shall cause each of its directors and officers to execute agreements binding them to the same limitations set forth in this paragraph during the Company Blackout Period; provided, however that Amgen shall, upon receipt of the written request of any such director or officer, request that the Shelf Underwriters or Demand Underwriters, as applicable, assess the market conditions and feasibility of reasonably consenting to sales by such director or officer during the Company Blackout Periodhereof.

Restrictions on Public Sale by the Company and Others. The ----------------------------------------------------- Company agrees (i) that it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) (except for any securities issued to officers, directors and/or employees of the Company or its subsidiaries pursuant to options or agreements entered into with such officers, directors and/or employees in connection with their employment or pursuant to the Company's stock option, stock bonus and other stock plans and arrangements for officers, directors and employees) during the 15-day period prior to, and during the 180- day period beginning on on, the day commencement of any underwritten offering of Registrable Securities that has been scheduled prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company (or, if applicable, any subsidiary of the Company) issues or agrees to issue any securities which have registration rights shall contain (x) a valid request by one or more Holders for provision under which the holders of such securities agree, in the event of an underwritten offering of Registrable Securities, not to effect any public sale or distribution of any securities of the same class as any of the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or other right for such securities, during the periods described in clause (i) of this Section 2.4, in each case including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in effect) and (y) a provision that effects, upon notice given pursuant to Section 2(c) or Section 3(b), and ending on 2.1 hereof to the earlier of (i) abandonment of such Company that an underwritten offering by the Holders or, solely due of Registrable Securities is to market conditions, by the Shelf Underwriters or Demand Underwriters, as applicable, (ii) sixty (60) days after completion of such underwritten offering or, if earlier, upon agreement by the Shelf Underwriters or Demand Underwriters, as applicable, engaged in the underwritten public offering, but in no event less than 45 days after completion of such underwritten offering (it being understood that following the period ending 45 days after completion of such underwritten offering, Amgen shall, if requested in writing to do so by the Company, request that the Shelf Underwriters or the Demand Underwriters, as applicable, assess the market conditions and feasibility of reasonably terminating such period early) or (iii) ninety (90) days after the effectiveness of the Registration Statement relating to such underwritten offering (the earlier of the foregoingbe undertaken, the “Company Blackout Period”), the Company shall not initiate any sales of its securities pursuant to a registration with the intention of sales of such securities for cash for its own benefit or the benefit lapse of any other equity holder demand registration rights with respect to any securities of the Company (other than registrations on Form S-8 or Form S-4or, registrations if applicable, of Common Stock issuable upon exercise any subsidiary of options on Form S-3, shelf registration statements registering the resale of securities issued in transactions exempt from the Act (including pursuant to Rule 144A under the Act) and registrations for the issuance of securities issued to collaborative partners in connection with agreements with such partners relating to the Company’s programs and products) and shall cause each until the expiration of its directors and officers to execute agreements binding them to 90 days after the same limitations set forth in this paragraph during the Company Blackout Period; provided, however that Amgen shall, upon receipt date of the written request completion of any such director or officer, request underwritten offering; (iii) that the Shelf Underwriters or Demand UnderwritersCompany (and, as if applicable, assess each subsidiary of the market conditions and feasibility Company) will not after the date hereof enter into any agreement or contract wherein the holders of reasonably consenting to sales by such director or officer during any securities of the Company Blackout Periodor of any subsidiary of the Company issued or to be issued are granted any "piggyback" registration rights with respect to any registration effected pursuant to Section 2.1 hereof and (iv) that the Company (and, if applicable, each subsidiary of the Company) will not after the date hereof enter into any agreement or contract wherein the exercise by any Holder of its right to an Incidental Registration hereunder would result in a breach thereof or a default thereunder or would otherwise conflict with any provision thereof.