Common use of Demand Registrations Clause in Contracts

Demand Registrations. (a) At any time following March 1, 2013 and prior to the date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Registrable Securities by delivering to the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number of the Registrable Securities to be included in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 (a “Demand Request”). As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “Demand Registration”) providing for the registration of such number of Registrable Securities the Shareholders shall have demanded be registered for distribution in accordance with such intended method of distribution.

Demand Registrations. (a) At any time and from time to time following March 1, 2013 and prior to the date on which last day of the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such periodHolding Period, the “Demand Period”), PAI Holders’ Representative shall have the right on one occasion and Sofinnova shall have by delivering a written notice to the right on one occasion Company (a “Demand Notice”) to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities Beneficially Owned by Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that in respect of all or a portion two out of the six Demand Registrations to which the Holders are entitled under this Agreement, a Demand Notice may only be made if the amount of Registrable Securities by delivering to the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number of the Registrable Securities requested to be included in such registration registered by the Holders’ Representative is reasonably expected to generate aggregate gross proceeds (prior to deducting underwriting discounts and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value commissions and offering expenses) of at least $5,000,000 (a “5 million, it being understood that four out of the six Demand Request”)Registrations shall not be subject to such limitation. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. As promptly as practicable, but in no event later than forty-five (45) days 7 Business Days after the Company receives receipt of a Demand RequestNotice, the Company shall effect give written notice of such Demand Request pursuant Notice to all Holders of record of Registrable Securities. For purposes of determining the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales percentage and amount of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, Beneficially Owned that if the Company shall not are requested to be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request registered pursuant to the Shelf Registrationthis Section 2.1(a), then the Company shall file with the SEC and thereafter use its best efforts to cause Warrants requested to be declared effective promptly a registration statement (including, without limitation, by means registered shall be treated as the underlying shares of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (Common Stock for which such registration as described in this sentence, a “Demand Registration”) providing for the registration of such number of Registrable Securities the Shareholders shall have demanded be registered for distribution in accordance with such intended method of distributionWarrants are exercisable.

Demand Registrations. (a) At any time following March 1, 2013 and prior Subject to the date on which other provisions of this Agreement, for so long as the Company shall have obtained a written opinion Designated Investors hold Registrable Securities of legal counsel reasonably satisfactory the Company, the Designated Investors will be entitled to the Shareholders request no more than an aggregate of six (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx6) Demand Registrations; provided, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to file a registration statement under the Securities Act in respect of all or a portion aggregate offering value of the Registrable Securities by delivering requested to the Company written noticebe registered in any Demand Registration must equal at least $50,000,000, signed by holders net of Registration Expenses (or a lesser amount if the Registrable Securities representing 25% of requested by the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number of the Registrable Securities Requesting Equityholders to be included in such registration and describing Demand Registration constitute all of the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 (a “Demand Request”). As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities held by the Shareholders in accordance with Section 3.1AEquityholders); provided, however, that no request for a Demand Registration shall count against the foregoing limitation in this paragraph if (x) the Company Demand Registration relating thereto has not become effective or has not been kept continuously effective for a period of at least one hundred eighty (180) days (or such shorter period which shall not be permitted terminate when all of the Registrable Securities covered by applicable such registration statement have been sold pursuant thereto), or if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described delivered in this sentence, a “Demand Registration”) providing for the registration of such number connection with sale of Registrable Securities by an underwriter or dealer); (y) any stop order, injunction or other order or requirement of the Shareholders shall have demanded SEC or other governmental agency or court prevents the sale of any Registrable Securities covered by such Demand Registration other than by reason of any intentional act by a holder of Registrable Securities; or (z) the Requesting Equityholders are unable to include in such Demand Registration at least eighty percent (80%) of the Registrable Securities initially proposed to be registered for distribution included by the Requesting Equityholders in accordance with such intended method of distributionDemand Registration due to the limitations set forth in Section 2(c).

Demand Registrations. (a) At any time following March 1after the expiration of the Lock-Up Period, 2013 each of JLL and prior DSM shall be entitled to the date on which make a written request of the Company shall have obtained (a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx“Demand”), LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the applicable Registrable Securities held by delivering to JLL or its Affiliated Entities, on the Company written noticeone hand, signed by holders of or DSM or its Affiliated Entities, on the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number of the Registrable Securities to be included in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 other hand (a “Demand Request”). As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentenceeach, a “Demand Registration”). The Shareholder making such Demand (the “Demanding Shareholder”) providing for shall specify (i) the registration of such aggregate number of Registrable Securities the Shareholders shall have demanded held by it or its Affiliated Entities requested to be registered for distribution in accordance with such and (ii) the intended method of distributiondistribution in connection with such Demand Registration to the extent then known. Within three (3) Business Days of receipt of a Demand, the Company shall give written notice of such Demand to all other Shareholders, which notice shall include the material terms and conditions of the registration, to the extent then known; provided that, if such terms are not then known, the Demanding Shareholder shall promptly notify the Company and the other Shareholders when such information becomes available. Subject to Section 5.01(f), the Company shall include in such registration all Registrable Securities with respect to which it has received a written request for inclusion therein (a “Demand Participation Notice”) within ten (10) Business Days (five (5) Business Days in the case of a short-form registration) after the receipt by such Shareholder of the Company’s notice required by this paragraph. The Company shall not be required to file any registration statement covering Registrable Securities with an aggregate fair market value less than $50 million. The Demanding Shareholder, together with all holders participating in any Demand Registration following notice thereof pursuant to this Section 5.01(a) are collectively referred to herein as the “Demanding Holders.”

Demand Registrations. (a) At any time following March 1, 2013 and prior to the date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Each Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), PAI shall have the right (the "Demand Right") on one occasion and Sofinnova shall have two (2) occasions during the right on one occasion term of this Agreement with respect to such Holder to require the Company to file a registration statement under the Securities Act in respect of all or a portion some of the Registrable Securities Shares held by delivering to the Company written notice, signed by holders such Holder (but not less than a number of Registrable Shares that represents at least 25% of the total number of Registrable Securities representing 25Shares held by such Holder at such time; provided, however, that if such Holder is exercising such Demand Right together with any other Holders, then such Demand Right may be exercised if the Registrable Shares subject to such Holder's Demand Right, together with all other shares demanded by other Holders, shall exceed 10% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number Ordinary Shares of the Registrable Securities to be included in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 (a “Demand Request”Company). As Subject to the provisions of subsection (b) below, as promptly as practicable, but in no event later than forty-five (45) 45 days after the Company receives a Demand Request, the Company shall effect written request from such Demand Request pursuant to the Shelf Registration (it being understood Holder demanding that the Company shall also maintain so register the Shelf Registration available for resales number of Registrable Securities by the Shareholders Shares specified in accordance with Section 3.1A); providedsuch request, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC Commission and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “"Demand Registration”") providing for the registration of all Registrable Shares as such number of Registrable Securities the Shareholders Holder shall have demanded be registered for registered. Holders may distribute the Registrable Shares covered by such Demand Registration either by means of a firm commitment underwriting or other than by means of an underwriting; provided that, in the event of a distribution other than by means of an underwriting, such distribution may only be made following the effective date of the registration statement relating to such Demand Registration and so long as the registration statement remains effective in accordance with such the terms of Section 3.03(a) (iii) of this Agreement. All requests made pursuant to this Section 3.01(a) shall specify the amount of the Registrable Shares to be registered and the intended method of distributiondistribution of such Registrable Shares.

Demand Registrations. (a) At any Any time following March 1, 2013 the Effective Time and prior to the date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) each Demand Holder and addressed to the Company and the Shareholders such Demand Holder to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders such Demand Holder or any Subsidiary Holder thereof without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”"DEMAND PERIOD"), PAI such Demand Holder shall have the right on one occasion and Sofinnova shall have a number of occasions equal to the right on one occasion Demand Number for such Demand Holder to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Registrable Securities Shares then held by such Demand Holder and any Subsidiary Holder thereof (so long as such request covers at least 1% of the shares of Common Stock then outstanding), by delivering to the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, notice stating that such right is being exercised, specifying the number of the Registrable Securities Shares to be included in such registration and describing the intended method of distribution thereof (a "DEMAND REQUEST"). In the case of any Demand Holder other than AAH, (i) such Demand Holder may not make a Demand Request during the Lock-Up Period, (ii) such Demand Holder may only make one Demand Request during each successive one- year period following the termination of the Lock-Up Period and (iii) the first Demand Request made by such Demand Holder shall be limited with respect to each applicable Exercising Demand Holder to a number of Shares that is less than or equal to 50% of the number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof, provided ; PROVIDED that such Registrable Securities Exercising Demand Holders may not in aggregate register pursuant to such Demand Request more than 20% of the aggregate number of Shares owned at such time by the Specified Shareholders and any Subsidiary Holders thereof (the "SHARE LIMIT"); PROVIDED, FURTHER, that if the aggregate number of Shares that such Exercising Demand Holders have an included in their Demand Request exceeds the Share Limit, the Shares of each Exercising Demand Holder requesting the registration of more than 20% of the aggregate value number of Shares owned at least $5,000,000 such time by such Exercising Demand Holder and any Subsidiary Holder thereof (with respect to each Exercising Demand Holder, its "20% LIMIT") shall be excluded from the Demand Requests, to the extent necessary to comply with the Share Limit, on a “pro rata basis according to the total number of Shares requested to be registered by all such Exercising Demand Request”)Holders until the Demand Request of each such Exercising Demand Holder has been reduced to (and not below) its 20% Limit. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its reasonable best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “Demand Registration”"DEMAND REGISTRATION") providing for the registration of such number of Registrable Securities the Shareholders Shares as such Exercising Demand Holder(s) shall have demanded be registered for distribution in accordance with such intended method of distribution.

Demand Registrations. (a) At any time (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the one hundred and eightieth (180th) day following March 1the occurrence of an Initial Public Offering, 2013 and prior to the date on which Pine Brook Shareholders (such Holders, or the Company Pine Brook Shareholders, as the case may be, the “Demanding Holders”) shall have obtained a the right, by delivering written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed notice to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the a “Demand PeriodNotice”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act in respect the number of all or a portion of the Registrable Securities Beneficially Owned by delivering such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”); provided; however, that it shall be a condition to making a Demand Registration that is to be an underwritten offering under clause (y) above that the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number aggregate offering price of the Registrable Securities to be included registered by the Demanding Holders in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of underwritten Demand Registration is at least $5,000,000 (a “25,000,000. A Demand Request”)Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including whether such Demand Registration is to be an underwritten offering. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Upon receipt of such Demand RequestNotice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall effect have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Request pursuant Registration by written notice delivered to the Shelf Registration Company within fifteen (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities 15) calendar days after such notice is given by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “Demand Registration”) providing for the registration of such number of Registrable Securities the Shareholders shall have demanded be registered for distribution in accordance with such intended method of distributionCompany.

Demand Registrations. (a) At any Any time following March 1, 2013 the Effective Time and prior to the date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) each Demand Holder and addressed to the Company and the Shareholders such Demand Holder to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders such Demand Holder or any Subsidiary Holder thereof without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “"Demand Period”"), PAI such Demand Holder shall have the right on one occasion and Sofinnova shall have a number of occasions equal to the right on one occasion Demand Number for such Demand Holder to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Registrable Securities Shares then held by such Demand Holder and any Subsidiary Holder thereof (so long as such request covers at least 1% of the shares of Common Stock then outstanding), by delivering to the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, notice stating that such right is being exercised, specifying the number of the Registrable Securities Shares to be included in such registration and describing the intended method of distribution thereof (a "Demand Request"). In the case of any Demand Holder other than AAH, (i) such Demand Holder may not make a Demand Request during the Lock-Up Period, (ii) such Demand Holder may only make one Demand Request during each successive one- year period following the termination of the Lock-Up Period and (iii) the first Demand Request made by such Demand Holder shall be limited with respect to each applicable Exercising Demand Holder to a number of Shares that is less than or equal to 50% of the number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof, ; provided that such Registrable Securities Exercising Demand Holders may not in aggregate register pursuant to such Demand Request more than 20% of the aggregate number of Shares owned at such time by the Specified Shareholders and any Subsidiary Holders thereof (the "Share Limit"); provided, further, that if the aggregate number of Shares that such Exercising Demand Holders have an included in their Demand Request exceeds the Share Limit, the Shares of each Exercising Demand Holder requesting the registration of more than 20% of the aggregate value number of Shares owned at least $5,000,000 such time by such Exercising Demand Holder and any Subsidiary Holder thereof (with respect to each Exercising Demand Holder, its "20% Limit") shall be excluded from the Demand Requests, to the extent necessary to comply with the Share Limit, on a “pro rata basis according to the total number of Shares requested to be registered by all such Exercising Demand Request”)Holders until the Demand Request of each such Exercising Demand Holder has been reduced to (and not below) its 20% Limit. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its reasonable best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “"Demand Registration”") providing for the registration of such number of Registrable Securities the Shareholders Shares as such Exercising Demand Holder(s) shall have demanded be registered for distribution in accordance with such intended method of distribution.

Demand Registrations. (a) At any Any time following March 1, 2013 the Effective Time and prior to the date on which the Company shall have obtained a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) each Demand Holder and addressed to the Company and the Shareholders such Demand Holder to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders such Demand Holder or any Subsidiary Holder thereof without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), PAI such Demand Holder shall have the right on one occasion and Sofinnova shall have a number of occasions equal to the right on one occasion Demand Number for such Demand Holder to require the Company to file a registration statement under the Securities Act in respect of all or a portion of the Registrable Securities Shares then held by such Demand Holder and any Subsidiary Holder thereof (so long as such request covers at least 1% of the shares of Common Stock then outstanding), by delivering to the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, notice stating that such right is being exercised, specifying the number of the Registrable Securities Shares to be included in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 thereof (a “Demand Request”). In the case of any Demand Holder other than AAH, (i) such Demand Holder may not make a Demand Request during the Lock-Up Period, (ii) such Demand Holder may only make one Demand Request during each successive one-year period following the termination of the Lock-Up Period and (iii) the first Demand Request made by such Demand Holder shall be limited with respect to each applicable Exercising Demand Holder to a number of Shares that is less than or equal to 50% of the number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof; provided that such Exercising Demand Holders may not in aggregate register pursuant to such Demand Request more than 20% of the aggregate number of Shares owned at such time by the Specified Shareholders and any Subsidiary Holders thereof (the “Share Limit”); provided, further, that if the aggregate number of Shares that such Exercising Demand Holders have included in their Demand Request exceeds the Share Limit, the Shares of each Exercising Demand Holder requesting the registration of more than 20% of the aggregate number of Shares owned at such time by such Exercising Demand Holder and any Subsidiary Holder thereof (with respect to each Exercising Demand Holder, its “20% Limit”) shall be excluded from the Demand Requests, to the extent necessary to comply with the Share Limit, on a pro rata basis according to the total number of Shares requested to be registered by all such Exercising Demand Holders until the Demand Request of each such Exercising Demand Holder has been reduced to (and not below) its 20% Limit. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its reasonable best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “Demand Registration”) providing for the registration of such number of Registrable Securities the Shareholders Shares as such Exercising Demand Holder(s) shall have demanded be registered for distribution in accordance with such intended method of distribution.

Demand Registrations. (a) At any time (x) on or after December 31, 2015 one or more Holders Beneficially Owning Registrable Securities (A) representing at least fifteen percent (15%) of the then-outstanding shares of Registrable Securities or (B) that are reasonably expected to result in aggregate gross cash proceeds in excess of $50 million (without regard to any underwriting discount or commission), or (y) on or after the one hundred and eightieth (180th) day following March 1the occurrence of an Initial Public Offering, 2013 and prior to the date on which Pine Brook Shareholders (such Holders, or the Company Pine Brook Shareholders, as the case may be, the “Demanding Holders”) shall have obtained a the right, by delivering written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed notice to the Company and the Shareholders to the effect that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the a “Demand PeriodNotice”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to, pursuant to file a registration statement the terms of this Agreement, register under and in accordance with the provisions of the Securities Act in respect the number of all or a portion of the Registrable Securities Beneficially Owned by delivering such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”) provided; however, that it shall be a condition to making a Demand Registration that is to be an underwritten offering under clause (y) above that the Company written notice, signed by holders of the Registrable Securities representing 25% of the then outstanding shares of Registrable Securities, stating that such right is being exercised, specifying the number aggregate offering price of the Registrable Securities to be included registered by the Demanding Holders in such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of underwritten Demand Registration is at least $5,000,000 (a “25,000,000. A Demand Request”)Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities, including whether such Demand Registration is to be an underwritten offering. As promptly as practicable, but in no event later than forty-five (45) days after the Company receives a Upon receipt of such Demand RequestNotice, the Company will notify all other Holders (other than the Demanding Holders) in writing and such other Holders shall effect have the right to request the Company to include all or a portion of such other Holders’ Registrable Securities in such Demand Request pursuant Registration by written notice delivered to the Shelf Registration Company within fifteen (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities 15) calendar days after such notice is given by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause to be declared effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested) (such registration as described in this sentence, a “Demand Registration”) providing for the registration of such number of Registrable Securities the Shareholders shall have demanded be registered for distribution in accordance with such intended method of distributionCompany.

Demand Registrations. (a) At any time following March 1, 2013 and prior Subject to the remaining provisions of this Agreement, from and after the date on which the Company shall have obtained hereof, each LLC Investor Designee may deliver a written opinion of legal counsel reasonably satisfactory to the Shareholders (it being agreed that Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP (“Xxxxxxxxx Xxxxxxx”) is reasonably satisfactory) and addressed notice to the Company and the Shareholders to the effect (a "Demand Notice") requesting that the Shares may be publicly offered for sale in the United States by the Shareholders or any Subsidiary Holder without restriction as to manner of sale and amount of securities sold and without registration or other restriction under the Securities Act (such period, the “Demand Period”), PAI shall have the right on one occasion and Sofinnova shall have the right on one occasion to require the Company to file a registration statement under the Securities Act in respect of register all or a portion part of the Registrable Securities (as defined in Section 2(b) below) held by delivering to the Company written notice, signed by holders any or all of the Registrable Securities representing 25% LLC Investor Parties (the "Demanding Shareholders") (any such registration being referred to as a "Demand Registration"). Each Demand Notice shall state (i) the names of the then outstanding shares Demanding Shareholders, (ii) the aggregate number of Registrable SecuritiesShares held by each Demanding Shareholder and (iii) with respect to each Demanding Shareholder, stating that such right is being exercised, specifying the number of Registrable Shares that such Demanding Shareholder is requesting that the Company register pursuant to such Demand Notice. Upon receipt of a Demand Notice given pursuant to this Section 2(a), the Company shall, as soon as possible, (x) deliver written notice to each of the other Shareholders (a "Demand Request Notice") stating that the Company has received a Demand Notice and setting forth the identity of the Demanding Shareholders, (y) use its best efforts to file with the Securities and Exchange Commission (the "Commission") a registration statement in an appropriate form covering all Registrable Securities to be included specified in such Demand Notice (such registration and describing the intended method of distribution thereof, provided that such Registrable Securities have an aggregate value of at least $5,000,000 any registration statement referred to in Section 3 being referred to herein as a "Registration Statement") and (a “Demand Request”). As promptly as practicable, but in no event later than forty-five (45z) days after the Company receives a Demand Request, the Company shall effect such Demand Request pursuant to the Shelf Registration (it being understood that the Company shall also maintain the Shelf Registration available for resales of Registrable Securities by the Shareholders in accordance with Section 3.1A); provided, however, that if the Company shall not be permitted by applicable law (including without limitation the rules and regulations promulgated by the SEC) to effect such Demand Request pursuant to the Shelf Registration, then the Company shall file with the SEC and thereafter use its best efforts to cause such Registration Statement to be declared become effective promptly a registration statement (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requestedAct. Notwithstanding any other provisions of this Agreement, there shall not be more than four (4) Demand Registrations pursuant to this Agreement, and all of the LLC Investor Designees, collectively, shall be entitled to such four (such registration as described in this sentence, a “4) Demand Registration”) providing for the registration of such number of Registrable Securities the Shareholders shall have demanded be registered for distribution in accordance with such intended method of distributionRegistrations.