Common use of Form S-3 Registration Clause in Contracts

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company In case Simtek shall receive from the S-3 Initiating Holders Cypress a written request or requests that the Company register under the Securities Act Simtek use its commercially reasonable efforts to effect a registration on Form S-3 (an “S-3 Registration”) the sale of and any related qualification or compliance with respect to all or a portion part of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities ActCypress, in which case the provisions of Section 5(f) shall apply)Simtek will as soon as practicable, the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the S-3 Registration (taking into account, among other things, accounting sale and regulatory matters) and to use its commercially reasonable efforts to cause distribution of all or such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination portion of the price at which such Cypress's Registrable Securities as are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included specified in such offeringrequest; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.9: (1) if Form S-3 is not then available for such offering by Cypress (or Simtek is not eligible to use such Form S-3 for such offering); (2) if Cypress, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek shall furnish to Cypress a withdrawal certificate signed by the S-3 Initiating Holders shall constitute Chief Executive Officer of Simtek stating that in the good faith judgment of the Board of Directors of Simtek, it would be materially detrimental to Simtek and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause its stockholders for such Form S-3 Registration to be made pursuant effected at such time, in which event Simtek shall have the right to an Automatic Shelf Registration Statement and may omit defer the names filing of the Form S-3 Participating Stockholders registration statement for a period of not more than sixty (60) days after receipt of the request of Cypress under this Section 2.9; provided, however, that Simtek shall not utilize this right more than once in any twelve month period and provided further that Simtek shall not register any securities for the amount account of itself or any other stockholder during such sixty (60) day period (other than a registration relating solely to the sale of securities of participants in a Simtek stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if Simtek has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for Cypress pursuant to this Section 2.9; or (5) in any particular jurisdiction in which Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be offered thereunderregistered as soon as practicable after receipt of the request of Cypress. Simtek shall bear and pay all expenses incurred by it in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all registration, filing, and qualification fees, printers and accounting fees relating or apportionable thereto. Cypress shall bear and pay all expenses incurred by it in connection with the registrations pursuant to Section 2.9 hereof (which right may be assigned as provided in Section 2.10 hereof), including (without limitation) all fees and disbursements of its counsel.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that In case the Company shall receive from the S-3 Initiating Holders of at least 51% of all Registrable Securities then outstanding a written request or requests that the Company register under the Securities Act effect a registration on Form S-3 (an “S-3 Registration”) the sale of and any related qualification or compliance with respect to all or a portion part of the Registrable Securities owned by such Holder or Holders, the Company will: promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.11: (1) if Form S-3 Initiating is not then available for such offering by the Holders; (2) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $3million; (3) if the Company shall furnish to the Holders (which a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Form S-3 Registration may to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a shelf period of not more than 365 days after receipt of the request of the Holder or Holders under this Section 2.11; provided, however, that the Company shall not utilize this right more than once in any twelve month period and provided further that the Company shall not register any securities for the account of itself or any other stockholder during such 365 day period (other than a registration pursuant relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 415 promulgated under 145 of the Securities Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which case the provisions only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered); (4) if the Company has, within the twelve (12) month period preceding the date of such request, already effected one registration on Form S-3 for the Holders pursuant to this Section 5(f2.11; or (5) shall apply)in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (6) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 hereof. Subject to the foregoing, the Company shall give written notice of such request to all of file a registration statement covering the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at securities so requested to be registered as soon as practicable after receipt of the time would be appropriate request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to include in such noticeSection 2.11, including (without limitation) all registration, filing, qualification, printer’s and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders, not to exceed $15,000, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to counsel for the Company, given within ten Business Days but excluding any underwriters’ discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 2.11 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of the date on which an underwriting, they shall so advise the Company sent as part of their request made pursuant to this Section 2.11 and the Company shall include such information in the written notice referred to in Section 2.11(a). The provisions of Section 2.1(b) shall be applicable to such registration. Each request (with the substitution of Section 2.11 for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject references to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a2.1). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 or any successor form thereto under the Securities Act in connection with a secondary public offering of its equity securities, in lieu of a Demand Registration, in the event that the Company shall receive from the 25% Designated Stockholders (collectively, the “S-3 Initiating Holders Holders”) a written request that the Company register under the Securities Act on Form S-3 or any successor form then in effect (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyAct (or any successor rule or regulation)), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating HoldersHolders which have requested an S-3 Registration under this Section 5(a)) as promptly as practicable but in no event later than ten Business Days (10) days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days (10) days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number amount of the Registrable Securities proposed to be registered sold and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement registration pursuant to this Section 5(a) to become and remain effective as promptly soon as practicable practicable, but in no event later than one hundred twenty ninety (90) days after it receives a request under this Section 5(a)therefor and not earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the any S-3 Initiating Holders find Participating Stockholder finds acceptable, the such S-3 Initiating Holders Participating Stockholder shall then have the right, by written notice to the Company, to withdraw their its Registrable Securities from being included in such offering; provided, that such a withdrawal by the Majority S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the Majority S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.

Form S-3 Registration. (a) Request for a At any time when the Company is --------------------- eligible to register securities on Form S-3 Registration. Upon and the Company becoming holders of Registrable Securities are eligible to make demand for use registration of Form S-3 under the Registrable Securities Act in connection with a secondary public offering of its equity securitiespursuant to Section 5.1, in the event that if the Company shall receive from any Holder or Holders of Registrable Securities holding 5% or more of the S-3 Initiating Holders maximum shares of Fully Diluted Common Stock or $5 million or more in equity securities a written request or requests that the Company register under the Securities Act effect a registration on Form S-3 (an “S-3 Registration”) the sale of and any related qualification or compliance with respect to all or a portion part of the Registrable Securities owned by such S-3 Initiating Holder or Holders of the Registrable Securities the Company will: (which S-3 Registration i) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; (ii) as soon as practicable effect such registration and all such qualifications and compliance's as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a shelf registration written request given within 15 days after receipt of written notice from the Company; provided, -------- however, that the Company shall not be obligated to effect any such ------- registration, qualification or compliance, pursuant to Rule 415 promulgated under this Section 5.3 (A) if Form S-3 is not available for such offering by the Securities ActHolders; (B) more than two times in any twelve-month period; or (C) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company to the effect that, in which case the provisions good faith judgment of Section 5(fthe Board of Directors, the filing, the offering or the disclosure required thereby would adversely affect a pending or contemplated acquisition, financing or other material transaction of the Company and it is therefore in the best interests of the Company to defer the filing of such registration statement, then the Company shall have the right to defer such filing or to block the sale of shares thereunder for a period of not more than 90 days after the date of furnishing such certificate; provided, however, that the Company may not exercise such -------- ------- right more than once in any twelve-month period; and (iii) shall apply)subject to the foregoing, the Company shall give written notice of such request to all of file a registration statement covering the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed securities so requested to be registered and as soon as practicable after receipt of the intended method request or requests of disposition thereofthe Holders. With respect No registration effected pursuant to each S-3 Registration, this Section 5.3 shall relieve the Company shall, subject from its obligation to effect any registration pursuant to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder5.1 or 5.2.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly As soon as practicable after June 8, 2022 (but in no event later than ten Business Days before the anticipated filing date of such Form S-3June 22, which notice shall describe the proposed registration2022), the intended method of disposition of such Registrable Securities Company shall file a registration statement on Form S-3 and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing related qualification or compliance with respect to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number resale of the Registrable Securities proposed as set forth on Exhibit A on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (the “Initial Registration Statement”), and shall use all reasonable efforts to, as soon as practicable thereafter, cause the Initial Registration Statement to be registered declared effective to permit or facilitate the offer, sale and distribution of the intended method of disposition thereof. With respect to each S-3 Registration, the Company shallRegistrable Securities, subject to Section 5(b) hereof, the conditions and limitation set forth herein. Any Indemnity ADSs (i) include in such offering prior to their Release from Indemnity pursuant to the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”Merger Agreement) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice those Acquirer ADSs subject to the Company’s right of repurchase pursuant to any Employment Agreement, Non-Competition Agreement or Lockup Agreement applicable to withdraw any particular Investor, as set forth on Exhibit A, shall continue to bear applicable legends following their Registrable Securities from being included in such offering; provided, that such a withdrawal by registration until removed pursuant to Section 4.9 of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating StockholdersMerger Agreement. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned IssuerWithin 60 days of any Milestone Payment, the Company shall file an additional registration statement on Form S-3 or a prospectus supplement thereto, and any related qualification or compliance with respect to the resale of the Acquirer ADSs included in such Milestone Payment (on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (each, a “Milestone Registration Statement” and together with the Initial Registration Statement, a “Registration Statement”), and shall use all reasonable efforts to, as soon as practicable thereafter, cause such S-3 Milestone Registration Statement to be made pursuant declared effective to permit or facilitate the offer, sale and distribution of such Acquirer ADSs, subject to the conditions and limitation set forth herein. ​ The Company will notify the Securityholder Agent in writing at least ten (10) days prior to the filing of a Registration Statement (the “Registration Notice”) and will afford the Securityholder Agent an Automatic Shelf opportunity to review, and comment on, such Registration Statement and may omit provide necessary information on the names Investors per Section 2.4(b) within seven (7) days of receipt of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.Registration ​ ​

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securitiesshares of Common Stock, in the event that the Company shall receive from the S-3 any Initiating Holders Holder a written request that the Company register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders Holder (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 such Initiating HoldersHolder) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an a S-3 Registration by the S-3 an Initiating Holders Holder shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof, which may include a Partner Distribution. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders Holder and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders Holder included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find Holder finds acceptable, the Initiating Holder for the S-3 Initiating Holders Registration shall then have the right, by written notice to the Company, to withdraw their its Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders Holder shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders requestHolder requests, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming If Cynat or Genaderm is eligible for to use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company (or any similar successor form) and shall receive from a Purchaser and its permitted transferees (the "S-3 Initiating Holders") a written request or requests that such company effect a registration on such Form S-3, including without limitation, pursuant to Rule 415 of the Securities Act and any related qualification or compliance with respect to all or part of the Cynat Registrable Securities or the Genaderm Registrable Securities, whichever is applicable, owned by the S-3 Initiating Holders a written request and its permitted transferees (provided, that the Company register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holders registering such securities in such registration (which together with all other holders of such securities to be included in such registration) propose to sell their securities at an aggregate price (calculated based upon the Market Price of the securities on the date of filing of the Form S-3 Registration may be a shelf registration pursuant with respect to Rule 415 promulgated under such securities) to the public of no less than the lesser of $5,000,000 or the remaining Cynat Registrable Securities Actor Genaderm Registrable Securities, in which case the provisions of Section 5(f) shall applywhichever is applicable), the Company shall use its reasonable best efforts to cause Cynat or Genaderm, whichever is applicable, (i) promptly to give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, and any related qualification or compliance, to all other holders of the intended method of disposition of such Cynat Registrable Securities and any other information that at or the time would be appropriate to include in such noticeGenaderm Registrable Securities, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) whichever is applicable; and (ii) as soon as practicable, use its commercially reasonable best efforts to file and effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Cynat Registrable Securities or the Genaderm Registrable Securities, whichever is applicable, as are specified in such request, together with all or such portion of the Cynat Registrable Securities or Genaderm Registrable Securities, whichever is applicable, of any other holder in the group of holders joining in such request as is specified in a Registration Statement relating to the S-3 Registration written request given within fifteen (taking into account, among other things, accounting and regulatory matters15) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a)the holder's receipt of such written notice from the Company. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the No registration requested by any S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities this Section 1.3 shall be deemed a registration pursuant to be offered thereunderSection 1.1.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company ----------------------------------- becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securitieseligible, in the event that the Company shall receive from one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "S-3 Initiating Holders Holders") a written request that the Company register register, under the Securities Act Act, on Form S-3 (or any successor form then in effect) (an “"S-3 Registration”) the sale of "), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply)Holders, the Company shall give written notice of such request to all of the other Designated Stockholders Holders (other than S-3 Initiating HoldersHolders which have requested an S-3 Registration under this Section 5(a)) as promptly as practicable but in no event later than at least ten Business Days (10) days before the anticipated filing date of such Form S-3S- 3, which and such notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, registration and offer such other Designated Stockholders Holders the opportunity to register the number of Registrable Securities as each such Designated Stockholder Holder may request in writing to the Company, given within ten Business Days of the date on which (10) days after their receipt from the Company sent of the written notice of such registration. Each request The failure of any Designated Holder to respond within such 10-day period referred to above shall be deemed to be a waiver of such Designated Holder's rights under this Section 5 with respect to such S-3 Registration, provided that any Designated Holder may waive its rights under -------- ---- this Section 5 prior to the expiration of such 10-day period by giving written notice to the Company. The Company shall (i) take such steps as are necessary or appropriate to prepare for an S-3 Registration by the S-3 Initiating Holders shall state the type and number registration of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, (ii) subject to Section 5(b), use best efforts to (x) hereofcause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than one hundred twenty (i120) days after it receives a request therefor and (y) include in such offering the Registrable Registered Securities of the Designated Holders (other than S-3 Initiating Holders and the Designated Stockholders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereundertherein.

Form S-3 Registration. (a) Request The Company shall use its best efforts to qualify for a registration on Form S-3 Registrationor any comparable or successor form or forms. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that In case the Company shall receive from the S-3 Initiating any Holder or Holders of Investors' Registrable Securities then outstanding a written request or requests that the Company register under the Securities Act effect a registration on Form S-3 (an “S-3 Registration”) and any related qualification or compliance with respect to all or a part of the Investors' Registrable Securities owned by such Holder or Holders, then the Company will: NOTICE. Promptly give written notice of the proposed registration and the Holder's or Holders' request therefor, and any related qualification or compliance, to all other Holders of Investors' Registrable Securities; and REGISTRATION. As soon as practicable, file such registration statement and use its reasonable best efforts to effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or a such portion of such Holder's or Holders' Investor's Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holder or Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing requesting to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein are specified in a written request given within twenty (collectively, the “S-3 Participating Stockholders”20) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination receipt of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to from the Company, to withdraw their Registrable Securities from being included in such offering; provided, however, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause not be obligated to effect any such S-3 Registration to be made registration, qualification or compliance pursuant to an Automatic Shelf Registration Statement and may omit the names of the this Section 2.4: IF FORM S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunderIS NOT AVAILABLE FOR SUCH OFFERING; IF THE HOLDERS REQUESTING TO PARTICIPATE IN SUCH REGISTRATION, PROPOSE TO SELL REGISTRABLE SECURITIES AT AN AGGREGATE PRICE TO THE PUBLIC OF LESS THAN $75,000; IF THE COMPANY SHALL FURNISH TO THE REQUESTING HOLDERS A CERTIFICATE SIGNED BY THE PRESIDENT OR CHIEF EXECUTIVE OFFICER OF THE COMPANY STATING THAT IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF THE COMPANY, IT WOULD BE SERIOUSLY DETRIMENTAL TO THE COMPANY AND ITS SHAREHOLDERS FOR SUCH FORM S-3 REGISTRATION TO BE EFFECTED AT SUCH TIME, IN WHICH EVENT THE COMPANY SHALL HAVE THE RIGHT TO DEFER THE FILING OF THE FORM S-3 REGISTRATION STATEMENT NO MORE THAN ONCE DURING ANY TWELVE MONTH PERIOD FOR A PERIOD OF NOT MORE THAN 90 DAYS AFTER RECEIPT OF THE REQUEST OF THE HOLDER OR HOLDERS UNDER THIS SECTION 2.4; IF THE COMPANY HAS, WITHIN THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF SUCH REQUEST, ALREADY EFFECTED ONE (1) REGISTRATION ON FORM S-3 FOR ANY HOLDERS OF INVESTORS' REGISTRABLE SECURITIES PURSUANT TO THIS SECTION 2.4; OR IN ANY PARTICULAR JURISDICTION IN WHICH THE COMPANY WOULD BE REQUIRED TO QUALIFY TO DO BUSINESS OR TO EXECUTE A GENERAL CONSENT TO SERVICE OF PROCESS IN EFFECTING SUCH REGISTRATION, QUALIFICATION OR COMPLIANCE.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon At any time ----------------------------------- commencing on the later of (i) the IPO Effectiveness Date and (ii) the second anniversary of the date of this Agreement (if the Company becoming is eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a secondary public offering of its equity securities), in the event that the Company shall receive from one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "S-3 Initiating Holders Holders"), a ---------------------- written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an “"S-3 Registration”) the sale of "), all or a portion ---------------- of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply)Holders, the Company shall give written notice of such request to all of the other Designated Stockholders Holders (other than S-3 Initiating HoldersHolders which have requested an S-3 Registration under this Section 5(a)) as promptly as practicable but in no event later than at least ten Business Days (10) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, registration and offer such other Designated Stockholders Holders the opportunity to register the number of Registrable Securities as each such Designated Stockholder Holder may request in writing to the Company, given within ten Business Days of the date on which (10) days after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Stockholders Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereundertherein.

Form S-3 Registration. (a) Request for Within 30 days after the date of this Agreement, Borrower shall prepare and file with the SEC a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act Registration Statement on Form S-3 (an “S-3 Registration”or another similarly appropriate form) covering the sale resale of all Registrable Securities and Borrower shall use its best efforts to have such Registration Statement declared effective by the SEC no later than April 1, 2001 (the "Latest Acceptable Effective Date"). If the first Registration Statement filed under this Section 22.3.2 is not declared effective on or before the Latest Acceptable Effective Date, in addition to the other obligations provided hereunder and subject to the conditions hereof, Borrower promptly shall prepare and file with the SEC a portion new Registration Statement on Form S-3 (or another similarly appropriate form) covering only the resale of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall applyand no other securities whatsoever), and Borrower shall use its best efforts to have such Registration Statement declared effective by the Company shall give written notice of SEC within sixty (60) days after such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but filing and in no event later than ten Business Days before July 15, 2001. If for any reason whatsoever, Borrower is ineligible to use the anticipated filing date Form S-3 in connection with the registration of the securities underlying the Warrant, Borrower shall be obligated to use such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would form as may be appropriate to include in perform its obligations under this Section 22. If Borrower has not filed such notice, and offer such other Designated Stockholders Registration Statement under this Section 22.2 with the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given SEC within ten Business Days of thirty (30) days from the date on which the Company sent the written notice of such registration. Each request for an S-3 hereof or if a Registration by the S-3 Initiating Holders shall state the type and number of Statement covering the Registrable Securities proposed has not been declared effective on or before the Latest Acceptable Effective Date, Borrower shall be required to be registered and pay to Lender interest on the intended method shares of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities Common Stock issued upon exercise of the S-3 Initiating Holders Warrant at a monthly rate equal to 1.5% of Advances made under this Agreement, accruing on a daily basis. The parties acknowledge and agree that the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions actual damages sustained by Lender as the Registrable Securities a result of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use Borrower's breach of its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request obligations under this Section 5(a)22.3.2 would be difficult to determine. Notwithstanding The parties further agree that the foregoing, immediately upon determination above-referenced monthly interest charges are a reasonable estimate of the price at extent to which Lender would be damaged by such Registrable Securities are a breach by Borrower. Lender shall be entitled to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if all such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice interest charges and amounts as liquidated damages. In addition to the Companyabove-described remedy, Lender shall be entitled to withdraw their Registrable Securities from being included in all such offering; provided, that such other legal and equitable remedies as may be available to Lender as a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names result of the S-3 Participating Stockholders and the amount Borrower's breach of the Registrable Securities to be offered thereunderits obligations under this Section 22.3.2.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon At any time after one year after the issuance of Shares by the Company becoming eligible for use to the Investor pursuant to Section 1.1 or 1.2 above, if the registration of Form S-3 Registrable Securities under the Securities Act in connection with a secondary public offering can be effected on Form S-3 (or any successor short-form registration promulgated by the SEC), then subject to the provisions of its equity securities, in this Section 9.2 and the event that Existing Rights the Company shall receive from will, upon written demand of the S-3 Initiating Holders Investor, promptly file with the SEC a written request that the Company register registration statement under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or a such portion of the Registrable Securities owned by such S-3 Initiating Holders as the Investor (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(for other Holder(s)) shall apply), the Company shall give specify by written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing given to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, however, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount market value of the Registrable Securities to be offered thereunder.sold in any such registration shall be estimated to be at least [CONFIDENTIAL TREATMENT REQUESTED] at the time of filing of such registration statement; and provided, further, that the Company shall not be required to effect more than [CONFIDENTIAL TREATMENT REQUESTED] such [CONFIDENTIAL TREATMENT REQUESTED] (or [CONFIDENTIAL TREATMENT REQUESTED] such registrations, in the aggregate, if Shares with a purchase price of more than [CONFIDENTIAL TREATMENT REQUESTED], in the aggregate, are issued pursuant to Sections 1.1 and 1.2 above) pursuant to this Section 9.2. The Company shall maintain the effectiveness of the Form S-3 registration until the earlier of (i) the sale of all of the Registrable Securities included in such registration statement; (ii) seven (7) months following the effectiveness of such registration statement; or (iii) such time as all of the Registrable Securities included in such registration statement are eligible for resale pursuant to Rule 144(k) of the Securities Act. In case the Company shall receive from the Investor a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to shares of Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed [CONFIDENTIAL TREATMENT REQUESTED], then subject to the provisions of this Section 9.2 and the Existing Rights, the Company will:

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon If the Company becoming Corporation becomes eligible for to use of Form S-3 under the Securities Act in connection with or a secondary comparable successor form, the Corporation shall use its best efforts to continue to qualify at all times for registration on Form S-3 or such successor form. At any time after the Corporation becomes eligible to use Form S-3 or such successor form, the Holders of an aggregate of not less than ten percent (10%) of Registrable Securities then outstanding and held by the Holders shall have the right to request and have effected a registration of shares of Registrable Securities on Form S-3 or such successor form for a public offering of its equity securities, in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale shares of all or a portion of the Registrable Securities owned by so long as at least 20,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, recapitalizations or similar events) are proposed to be included in such S-3 Initiating Holders registration (which S-3 Registration may such requests shall be a shelf registration pursuant in writing and shall state the number of shares of Registrable Securities to Rule 415 promulgated under the Securities Act, in which case the provisions be disposed of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, and the intended method of disposition of such Registrable Securities and any other information that at shares by such Holder or Holders). The Corporation shall not be required to cause a registration statement requested pursuant to this Section 3.5 to become effective prior to ninety (90) days following the time would be appropriate to include in such effective date of a registration statement initiated by the Corporation, if the Corporation gives written notice, and offer such other Designated Stockholders made in good faith, to the opportunity to register the number Holders of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days effect that the Corporation is commencing to prepare a Corporation initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the date on which Commission under the Company sent Securities Act is applicable); PROVIDED, HOWEVER, that the written notice Corporation shall use its best efforts to achieve such effectiveness promptly following such ninety (90) day period if the request pursuant to this Section 3.5 has been made prior to the expiration of such ninety (90) day period. The Corporation may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed sixty (60) days, if the Corporation has been advised by legal counsel that such filing would require the disclosure of a material transaction or other factor and the Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Corporation. The Corporation shall give notice to all Holders of the receipt of a request for registration pursuant to this Section 3.5 and shall provide a reasonable opportunity for such Holders to participate in the registration. Each request for an Subject to the foregoing, the Corporation will use its best efforts to effect promptly the registration of all Registrable Securities on Form S-3 Registration or such successor form to the extent requested by the S-3 Initiating Holder or Holders thereof for purposes of disposition. If so requested by any Holder in connection with a registration under this Section 3.5, the Corporation shall state take such steps as are required to register such Holder's Registrable Securities for sale on a delayed or continuous basis under Rule 415, and to keep such registration effective until all of such Holder's Registrable Securities registered thereunder are sold (but not in excess of 365 days). All expenses incurred in connection with a registration requested pursuant to this Section 3.5, including, without limitation, all registration, qualification, printing, and accounting and counsel fees, shall be paid by the type Holders participating in such registration on a pro-rata basis in proportion to such participation. Notwithstanding the foregoing, the Corporation shall not be required to effect a registration under this Section 3.5 if, in the opinion of counsel for the Corporation, which counsel and number of opinion shall be reasonably acceptable to the Holders, such Holders may then sell all Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which manner proposed without registration under the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunderAct.

Form S-3 Registration. (a) Request for Buyer will file a registration statement on Form S-3 Registrationwith respect to the Aggregate Shares of Buyer Stock with the SEC no later than fifteen (15) days following the Closing Date and Buyer will use commercially reasonable efforts to have such registration statement declared effective as soon as possible and Buyer will use commercially reasonable efforts to have such registration statement declared effective as soon as possible, will maintain such effectiveness continuously until the date that is twelve (12) months after the Closing Date (or such earlier date when substantially all of the stock or assets of Buyer are acquired by a third party), with respect to Aggregate Shares of Buyer Stock issuable hereunder, and will enable all holders of such stock to use the prospectus forming a part thereof for resales of all such stock during such time period. Upon the Company becoming eligible for use of Form S-3 under the Securities Act All fees and expenses incurred in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act preparing and filing such registration statement on Form S-3 (an “S-3 Registration”including all legal, accounting and printing fees and expenses) will be borne by Buyer. Buyer will use all commercially reasonable efforts to (a) register or qualify such stock to be included in such registration statement under such securities laws or blue sky laws of such jurisdictions as any holder thereof will reasonably request (provided Buyer will not be required to qualify to do business or to file a general consent to service of process in any jurisdiction) and (b) keep such registrations or qualifications in effect and comply with such laws so as to permit the sale continuance of offers, sales and dealings therein in such jurisdictions until the earlier of (a) such times as all or a portion of the Registrable Securities owned by distribution of such S-3 Initiating Holders (which S-3 Registration may be a shelf registration stock pursuant to Rule 415 promulgated the registration statement has been completed or (b) twelve (12) months after such registration statement became effective. Buyer shall indemnify and hold harmless each of such holder against any losses, expenses, claims, damages or liabilities, joint or several, including actions, proceedings, investigations, settlements, judgments and fines, to which such holder may become subject under the Securities Act, in which case the provisions or otherwise, insofar as such expenses, losses, claims, damages, liabilities, actions, proceedings, investigations, settlements, judgments and fines arise out of Section 5(f) shall apply), the Company shall give written notice or are based upon an untrue statement or alleged untrue statement of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration a material fact contained or incorporated by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate reference in such registration on statement under which such stock is registered under the same terms and conditions as Securities Act, or any preliminary, final or free writing prospectus contained or incorporated by reference therein or furnished by Buyer to any such holder or any amendment or supplement thereto, or arise out of or are based upon the Registrable Securities omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or in connection with any such registration statement any violation by Buyer of the S-3 Initiating Holders included therein (collectivelySecurities Act, the Exchange Act, any state securities or “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request Blue Sky” law or any rule or regulation under this Section 5(a). Notwithstanding any of the foregoing, immediately and will reimburse such holder for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred. Each such holder shall indemnify and hold harmless, severally and not jointly, Buyer against any losses, expenses, claims, damages or liabilities, joint or several, including actions, proceedings, investigations, settlements, judgments and fines, to which Buyer may become subject under the Securities Act, or otherwise, insofar as such expenses, losses, claims, damages, liabilities, actions, proceedings, investigations, settlements, judgments and fines arise out of or are based upon determination an untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the price at statements therein not misleading, contained in any information expressly provided by such holder for inclusion in such registration statement under which such Registrable stock is registered under the Securities Act, or in any preliminary, final or free writing prospectus contained or incorporated by reference therein or in any amendment or supplement thereto, and will reimburse Buyer for any legal or other expenses reasonably incurred by Buyer in connection with investigating or defending any such action or claim as such expenses are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offeringincurred; provided, however, that no such a withdrawal by the S-3 Initiating Holders holder shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration have any liability to be made pursuant to an Automatic Shelf Registration Statement and may omit the names Buyer in excess of the S-3 Participating Stockholders and the amount of proceeds (less any commissions or brokerage fees incurred by such holder) actually received by such holder from the Registrable Securities sale of such holder’s shares pursuant to be offered thereundersuch registration statement.

Form S-3 Registration. (a) Request for As soon as practicable after the date of this Agreement, the Company shall use its reasonable efforts to file with the SEC a Form S-3 Registration. Upon registration statement covering the Company becoming eligible for use Registrable Securities and as soon as practicable thereafter, effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securitiesRegistrable Securities; provided, in the event however, that the Company shall receive from not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.1: (i) if Form S-3 is not available for such offering by Stockholder or (ii) in any particular jurisdiction in which the S-3 Initiating Holders Company would be required to qualify to do business or to execute a written request general consent to service of process in effecting such registration, qualification or compliance; provided further, that the Company register shall be under no obligation to effect such registration until it shall have received reasonable assurance that the Securities Act on Form S-3 (an “S-3 Registration”) registration of Stockholder's Common Stock held by the sale Company pursuant to that certain Alliance Common Stock Registration Rights Agreement dated of all or a portion even date herewith shall be effected concurrently with the registration contemplated herein. Notwithstanding any other provision of this Agreement, Stockholder understands that there may be periods during which the Company's Board of Directors may determine, in good faith, that it is in the best interest of the Company and its stockholders to defer disclosure of non-public information until such information has reached a more advanced stage and that during such periods sales of Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration and the effectiveness of any registration statement covering Registrable Securities may be a shelf registration suspended or delayed. Stockholder agrees to provide three (3) days advance notice of any proposed sale by Stockholder of any Registrable Securities. Stockholder agrees that upon receipt of any notice from the Company of the development of any material non-public information, Stockholder will forthwith discontinue its disposition of Registrable Securities pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request registration statement relating to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any until Stockholder's receipt of copies of an appropriately supplemented or amended prospectus and, if so directed by the Company, Stockholder will use its best efforts to deliver to the Company all copies, other information that than permanent file copies then in Stockholder's possession, of the prospectus relating to such Registrable Securities current at the time would be appropriate to include in of receipt of such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company In case Simtek shall receive from the S-3 Initiating Holders ZMD a written request or requests that the Company register under the Securities Act Simtek effect a registration on Form S-3 (an “S-3 Registration”) the sale of and any related qualification or compliance with respect to all or a portion part of the Registrable Securities owned by ZMD, Simtek will as soon as practicable, use its reasonable best efforts to effect such S-3 Initiating Holders (which S-3 Registration registration and all such qualifications and compliances as may be a shelf registration so requested and as would permit or facilitate the sale and distribution of all or such portion of ZMD's Registrable Securities as are specified in such request; provided, however, that Simtek shall not be obligated to effect any such registration, qualification or compliance, pursuant to Rule 415 promulgated under this Section 2.8: (1) if Form S-3 is not then available for such offering by ZMD (or Simtek is not eligible to use such Form S-3 for such offering); (2) if ZMD, together with the holders of any other securities of Simtek entitled to inclusion in such registration, propose to sell Registrable Securities Actand such other securities (if any) at an aggregate price to the public (net of any underwriters' discounts or commissions) of less than $2 million; (3) if Simtek has, in which case within the provisions of Section 5(ftwelve (12) shall apply), month period preceding the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such request, already effected two registrations on Form S-3, S-3 for ZMD pursuant to this Section 2.8; or (4) in any particular jurisdiction in which notice shall describe the proposed Simtek would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (5) during the intended method period ending one hundred eighty (180) days after the effective date of disposition of such a registration statement subject to Section 2.1 hereof. Subject to the foregoing, Simtek shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of ZMD. Simtek shall bear and pay all expenses incurred by it in connection with any other information that at the time would be appropriate to include in such noticeregistration, and offer such other Designated Stockholders the opportunity to register the number filing or qualification of Registrable Securities as each such Designated Stockholder may request in writing with respect to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject registrations pursuant to Section 5(b2.8 hereof (which right may be assigned as provided in Section 2.9 hereof), including (without limitation) hereofall registration, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders requestfiling, and if qualification fees, printers and accounting fees relating or apportionable thereto. ZMD shall bear and pay all expenses incurred by ZMD in connection with the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made registrations pursuant to an Automatic Shelf Registration Statement Section 2.8 hereof (which right may be assigned as provided in Section 2.9 hereof), including (without limitation) all fees and may omit the names disbursements of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunderits counsel.

Form S-3 Registration. Notwithstanding anything to the contrary in this Article IV, as soon as practicable after the date hereof but in any event no later than sixty-five (a65) Request for a Form S-3 Registration. Upon days following the Company becoming eligible for use of Form S-3 under date hereof (such date, the Securities Act in connection with a secondary public offering of its equity securities“Target Filing Date”), in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 (an “S-3 Registration”) the sale of all or or, if requested by a holder of Registrable Securities that would otherwise be included therein, a portion of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may shall be a shelf registration pursuant to Rule 415 promulgated under the Securities Act). For the avoidance of doubt, the notice referred to in which case the provisions previous sentence may be given by any holder of Section 5(f) shall apply)Registrable Securities and need not be given by more than one such holder, and upon such notice, the Company shall give written notice include in such S-3 Registration any Registrable Securities requested by a holder of such Registrable Securities. A holder of Registrable Securities who originally requested that a Form S-3 Shelf Registration Statement not include certain Registrable Securities may from time to time request the Company to register any or all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include not included in such notice, Form S-3 Shelf Registration and offer upon such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to register such additional shares in an amended or new Form S-3 Shelf Registration Statement. Subject to the terms of this Agreement, the Company shall use commercially reasonable efforts to file a Registration Statement registration statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and use commercially reasonable efforts to cause such registration statement to become effective, as promptly as practicable but in no event later than sixty days after the Target Filing Date, provided that such sixty-day period shall be subject to extension for a reasonable period following the receipt by the Company of comments from the staff of the SEC, taking into account a reasonable period for the Company to respond to any such comments. Notwithstanding anything to the contrary in this Article IV, if the Company is not eligible to use Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, then the Company’s obligations under this Section 4.12 shall be suspended until such time as the Company is so eligible, upon which time the Company shall promptly file such registration statement, subject to the provisions of this Section 4.12. Subject to the terms of this Agreement, if the registration statement for an S-3 Registration ceases to be effective at any time after its effectiveness, the Company shall use commercially reasonable efforts to file a new S-3 Registration as soon as it is eligible to use Form S-3 (or similar short form registration then available) under the Securities Act in connection with a secondary public offering of its equity securities (taking into account, among other things, accounting and regulatory matters), and to use commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under effective, taking into account reasonable periods to respond to any comments received from the staff of the SEC. If at the time of filing any S-3 Registration pursuant to this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if 4.12(a) the Company is a Well-Known Seasoned IssuerIssuer (as defined in Rule 405 of the Securities Act), the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and and, if requested by a holder of Registrable Securities, may omit the names name of the S-3 Participating Stockholders such holder and the amount of the Registrable Securities to be offered thereunderthereunder by such holder. Any registration Statement filed under this Section 4.12(a) shall be referred to as a “Form S-3 Shelf Registration Statement.”

Form S-3 Registration. (a) Request for If at any time the Issuer is eligible to file a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from the S-3 Initiating Holders a written request that the Company register Registration Statement under the Securities Act on Form S-3 (an “or any successor short form registration statement), a Holder or Holders of the Senior Required Securities shall have the right to make written requests that the Issuer effect a registration under the Securities Act on Form S-3 Registration”) the sale of all or a portion part of the Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of Holder making such Form S-3request, which notice requests shall describe the proposed registration, specify the intended method of disposition of thereof by such Holder, including whether (i) the registration requested is for an underwritten offering and (ii) the Registration Statement covering such Registrable Securities and any other information that at shall provide for the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration sale by the S-3 Initiating Holders shall state the type and number Holder thereof of the Registrable Securities proposed from time to time on a delayed or a continuous basis under Rule 415 under the Securities Act; provided, however, in the event that Novartis or any of its Affiliates holding Senior Preferred Stock is determined by the Board of Directors of the Issuer to not be registered a Financial Fund, such Holder shall not be entitled to request registration under this Section 2.1(b) and the intended method percentage of disposition thereofSenior Preferred Stock required to request registration under this Section 2.1(b) shall be reduced by the percentage of Senior Preferred Stock held by such Holder. With respect The Issuer shall not be required to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, file any such Registration Statement (i) include in such offering if the Registrable Securities reasonably anticipated aggregate price to the public of the S-3 Initiating Holders and offering would not exceed $7,500,000 (unless the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the request is for all remaining Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”Securities) and or (ii) use its commercially reasonable efforts if at the time of any request to file a Registration Statement relating register Registrable Securities pursuant to this Section 2.1(b), the Issuer furnishes to the S-3 Registration requesting Holder or Holders a certificate signed by the Chief Executive Officer (taking into accountor, among other thingsif none, accounting and regulatory mattersthe President) and of the Issuer stating that the Issuer has a good faith intent to use its commercially reasonable efforts engage in a firmly underwritten public offering within 90 days of such request, such right to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives delay a request to be exercised by the Issuer not more than once in any twelve-month period. No requested registration under this Section 5(a2.1(b) shall constitute a “demand” registration for purposes of Section 2.1(a). Notwithstanding So long as the foregoing, immediately upon determination provisions and requirements of the price at which such Registrable Securities this Section 2.l(b) are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice satisfied and subject to the Companyother provisions of this Agreement, there shall be no limit on the number of times a Holder or Holders may make a written request that the Issuer effect a registration hereunder except that the Issuer shall not be required to withdraw their Registrable Securities from being included in such offering; provided, that such effect a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made registration pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunderthis Section 2.l(b) on more than two occasions during any 12-month period.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities----------------------------------- eligible, in the event that the Company shall receive from (i) one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee, or (ii) any Time Stockholder (each group under (i) or (ii), the "S-3 Initiating Holders Holders") a written request that the Company register register, under ---------------------- the Securities Act Act, on Form S-3 (or any successor form then in effect) (an “"S-3 Registration”) the sale of "), all or a portion of the Registrable Securities owned by ---------------- such S-3 Initiating Holders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply)Holders, the Company shall give written notice of such request to all of the other Designated Stockholders Holders (other than S-3 Initiating HoldersHolders which have requested an S-3 Registration under this Section 5(a)) as promptly as practicable but in no event later than at least ten Business Days (10) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, registration and offer such other Designated Stockholders Holders the opportunity to register the number of Registrable Securities as each such Designated Stockholder Holder may request in writing to the Company, given within ten Business Days of the date on which (10) days after their receipt from the Company sent of the written notice of such registration. Each request The failure of any Designated Holder to respond within such 10-day period referred to above shall be deemed to be a waiver of such Designated Holder's rights under this Section 5 with respect to such S-3 Registration, provided that any Designated Holder may -------- ---- waive its rights under this Section 5 prior to the expiration of such 10-day period by giving written notice to the Company. The Company shall (i) take such steps as are necessary or appropriate to prepare for an S-3 Registration by the S-3 Initiating Holders shall state the type and number registration of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, (ii) subject to Section 5(b), use best efforts to (x) hereofcause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than one hundred twenty (i120) days after it receives a request therefor and (y) include in such offering the Registrable Registered Securities of the Designated Holders (other than S-3 Initiating Holders and the Designated Stockholders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereundertherein.

Form S-3 Registration. (a) Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that If the Company shall receive from the S-3 Initiating one or more Holders a written request or requests that the Company register under the Securities Act effect a registration on Form S-3 and any related blue sky or similar qualification or compliance with respect to at least 25% (an “S-3 Registration”) the sale of all or a portion lesser percentage if the requirements of Section 1.5(b)(i) are met) of the Registrable Securities owned by such Holder or Holders, the Company shall: promptly give notice of the proposed registration, and any related blue sky or similar qualification or compliance, to all other Holders; and cause, as soon as practicable, such Registrable Securities to be registered for offering and sale on Form S-3 Initiating and cause such Registrable Securities to be qualified in such jurisdictions as such Holders may reasonable request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a request given within fifteen days after receipt of such notice from the Company; provided that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.5: if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (which if any) at an aggregate price to the public of less than $500,000; if the Company has, within the twelve month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.5; if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration may to be a shelf registration pursuant to Rule 415 promulgated under the Securities Acteffected at such time, in which case event the provisions Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 5(f1.5; provided that the Company shall not utilize this right more than once in any twelve month period; provided, further, that the Company shall not register shares for its own account during such sixty (60) day period, but such prohibition shall apply)not apply to the registration of Company shares in connection with (x) a merger or (y) registration of shares relating to a stock option, stock purchase or similar plan; or in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Subject to the foregoing, the Company shall give written notice of such request to all of file a registration statement covering the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed securities so requested to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities as soon as practicable after receipt of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities request or requests of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunderHolders.

Form S-3 Registration. Within one (a1) Request for day of the date of this Agreement, the Company shall file with the SEC a Form S-3 Registration. Upon registration statement covering the Company becoming eligible for use Registrable Securities and as soon as practicable thereafter, effect such registration and all such qualifications and compliances as would permit or facilitate the sale and distribution of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securitiesRegistrable Securities; provided, in the event however, that the Company shall receive from the S-3 Initiating Holders a written request that not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.2 in any particular jurisdiction in which the Company register under would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance. Notwithstanding any other provision of this Agreement, the Securities Act on Form S-3 (an “S-3 Registration”) Stockholders understand that there may be periods during which the sale Company's Board of all or a portion Directors may determine, in good faith, that it is in the best interest of the Company and its stockholders to defer disclosure of material non-public information and that during such periods sales of Registrable Securities owned by such S-3 Initiating Holders (which S-3 Registration and the effectiveness of any registration statement covering Registrable Securities may be a shelf registration pursuant to Rule 415 promulgated under the suspended or delayed. Each holder of Registrable Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition agrees by acquisition of such Registrable Securities and that upon receipt of any notice from the Company of the development of any material non-public information, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of copies of an appropriately supplemented or amended prospectus (the "Blackout Period") and, if so directed by the Company, such holder will use its best efforts to deliver to the Company (at the Company's expense) all copies, other information that than permanent file copies then in such holder's possession, of the prospectus relating to such Registrable Securities current at the time would be appropriate to include in of receipt of such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable but in no event later than one hundred twenty days after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination (i) the aggregate duration of all Blackout Periods in any ninety (90) day period shall not exceed thirty (30) days, and (ii) no Blackout Period will be imposed during the five (5) trading days following the effectiveness of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunderregistration statement.