Common use of Additional Restrictions on Transfer Clause in Contracts

Additional Restrictions on Transfer. (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF AUGUST 6, 1999, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock.

Additional Restrictions on Transfer. (a6) The certificates representing shares of Executive Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH 7, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN --- THE ABSENCE OF AN EFFECTIVE REGISTRATION REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION EXEMP-TION FROM REGISTRATION THEREUNDERTHEREUN-DER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE "COMPANY") AND AN EMPLOYEE ORIGINAL HOLDER OF THE COMPANY SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF AUGUST 6MARCH 7, 19992000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED TRANS FERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF AUGUST 6, 1999, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock.

Additional Restrictions on Transfer. (a) The Unless the Option Shares are covered by an effective registration statement under the 1933 Act, the certificates representing shares of Executive Stock the Option Shares will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE A STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF AUGUST 6DECEMBER __, 19991997, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a) The In addition to any legend required by the Stockholders Agreement, the certificates representing shares of Executive Stock will the Shares shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JUNE 14, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM Confidential Information redacted and filed separately with the Commission. REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK EXCHANGE AGREEMENT AMONG THE COMPANY, BAYER CORPORATION, AND OPTION AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY BAYER ADVANCED LLC, DATED AS OF AUGUST 6JUNE 14, 19992002, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a) The certificates representing shares of Executive Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF AUGUST 6MAY 11, 1999, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement the Plan shall be removed from the certificates evidencing any securities which cease to be Executive Stock.

Additional Restrictions on Transfer. (a) The JSDs and the certificates representing shares of the Executive Common Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JULY __, 1993 HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE "COMPANY") AND AN EMPLOYEE ORIGINAL HOLDER OF THE COMPANY SHARES REPRESENTED BY THIS CERTIFICATE DATED AS OF AUGUST 6JULY __, 1999, 1993. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a6) The certificates representing shares of Executive Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON AUGUST 31, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD --- OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION EXEMP-TION FROM REGISTRATION THEREUNDERTHEREUN-DER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE "COMPANY") AND AN EMPLOYEE ORIGINAL HOLDER OF THE COMPANY SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF AUGUST 631, 19992000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a6) The certificates representing shares of Executive Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON AUGUST 31, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN --- THE ABSENCE OF AN EFFECTIVE REGISTRATION REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION EXEMP-TION FROM REGISTRATION THEREUNDERTHEREUN-DER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE "COMPANY") AND AN EMPLOYEE ORIGINAL HOLDER OF THE COMPANY SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF AUGUST 631, 19992000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a) The certificates representing shares of Executive Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON ___________________, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION A MANAGEMENT EQUITY AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") COMPANY AND AN EMPLOYEE CERTAIN OF THE COMPANY ITS EMPLOYEES DATED AS OF AUGUST 6JUNE 1, 1999, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a1) The certificates representing shares of Executive Stock will shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON MARCH 7, 2000, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED IN --- THE ABSENCE OF AN EFFECTIVE REGISTRATION REGIS-TRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION EXEMP-TION FROM REGISTRATION THEREUNDERTHEREUN-DER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (COMPANY AND THE "COMPANY") AND AN EMPLOYEE ORIGINAL HOLDER OF THE COMPANY SECURITIES REPRESENTED BY THIS CERTIFICATE DATED AS OF AUGUST 6MARCH 7, 19992000, AS AMENDED AND MODIFIED FROM TIME TO TIME. A COPY OF WHICH SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement shall be removed from the certificates evidencing any securities which cease to be Executive Stock."

Additional Restrictions on Transfer. (a) The certificates representing shares of Executive Issued Stock will bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED TRANS FERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE THE ISSUER'S 1999 STOCK AND OPTION AGREEMENT BETWEEN THE ISSUER (THE "COMPANY") AND AN EMPLOYEE OF THE COMPANY DATED AS OF AUGUST 6, 1999PLAN, A COPY OF WHICH MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANYISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE." The legend set forth above regarding this Agreement the Plan shall be removed from the certificates evidencing any securities which cease to be Executive Issued Stock.