Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. The subsequent closing of the purchase and sale of 4,765,248 Shares shall take place at the offices of HLG at 10:00 a.m. on or before June , 2012 (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and, together with the Initial Closing, each, a “Closing”). At the Subsequent Closing, the Company shall deliver to the New Investor a certificate representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor at the Subsequent Closing and the total Series C-1 Purchase Price payable by such New Investor at the Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date of the Subsequent Closing.

Subsequent Closing. The subsequent closing Subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d) below, the completion of the purchase and sale of 4,765,248 the Subsequent Closing Shares shall take place at and the offices of HLG at 10:00 a.m. on or before June , 2012 Subsequent Closing Warrants (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and, together with ”) shall occur no later than three (3) business days after the Initial Closing, each, a Stockholder Approval Date (the “ClosingSubsequent Closing Date”), in accordance with Rule 15c6-l promulgated under the Exchange Act. At the Subsequent Closing, (a) the Company shall cause the Transfer Agent to deliver to the New each Investor a certificate representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Subsequent Closing Shares set forth on the Signature Page of such Investor registered in the name of such Investor or, if so indicated on the Investor Questionnaire of such Investor attached hereto as Exhibit A, in the name of a nominee designated by such Investor, (b) the Company shall cause to be delivered to such Investor a Subsequent Closing Warrant for the number of Subsequent Closing Warrant Shares set forth on the Signature Page of such Investor and (c) the aggregate purchase price for the Subsequent Closing Shares and the Subsequent Closing Warrants being purchased by such New Investor at such Subsequent Closing as set forth on the Signature Page of such Investor will be delivered by or on behalf of such Investor to the Company. For the avoidance of doubt, a Subsequent Closing shall not occur if the Stockholder Approval has not occurred or if the other conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) have not been satisfied or waived. If the Subsequent Closing has not occurred on or prior to April 29, 2016 (which date may be extended in the sole discretion of the Company or the Investors to no later May 31, 2016 but only if the conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) shall not have been satisfied or waived on or prior to April 29, 2016, provided that if the Closing shall not have occurred on or prior to April 29, 2016 and the total Series C-1 Purchase Price payable reason therefor is the breach by any party of its representations, warranties, covenants or agreements hereunder, the breaching party shall not have the right to exercise the extension right described in this sentence), no Subsequent Closing shall occur hereunder and the Company and the Investors shall be relieved of all obligations in respect thereof, without limitation of any liability of any such New Investor at party for any breach of any terms hereof that relate thereto. Notwithstanding anything else in this Agreement to the contrary, in the event the Company and the Investors determine that no Stockholder Approval is required in connection with the Subsequent Closing) and each New Investor shall have , the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date closing of the Subsequent Closing Shares and Subsequent Closing Warrants shall occur at the First Closing, or if the First Closing has already been consummated, then within (3) business days following such determination by the Company and the Investors, but subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d).

Subsequent Closing. The subsequent closing Subject to Section 1.6 hereof, promptly upon satisfaction of the conditions set forth in subsections (a) or (b) of Section 1.4 above and the determination of the NDA Price or the IPO Price, as the case may be, the Company will provide written notice of same to Pfizer (the "NOTICE"), which such Notice will include the NDA Price or the IPO Price, as the case may be. The purchase and sale of 4,765,248 the NDA Shares or the Post-IPO Shares, as the case may be, shall take place at the offices of HLG Hale and Dorr LLP, 300 Park Avenue, New York, New York not less than txx (10) bxxxxxxx xxxx xxxxx xxx xxxx xx xxx Xxxxxx xxx no later than twenty (20) business days after the date of the Notice, at 10:00 a.m. on or before June , 2012 (which time, date such time and place are referred to in this Agreement as the “Company and Pfizer mutually agree upon orally or in writing (each of which times and places are hereby designated as a "SUBSEQUENT CLOSING," and all such Subsequent Closing” and, Closings together with the Initial Closing, each, a “Closing”Closing collectively referred to herein as the "CLOSINGS"). At the Subsequent Closing, the Company shall deliver to the New Investor Pfizer a certificate representing the NDA Shares that such New Investor is purchasing or the Post-IPO Shares, as the case may be, against payment of the aggregate Series C-1 Purchase Price purchase price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, For purposes of this Agreement, "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any other day on which the Investors’ Rights Agreement, Escrow Agent located at the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name notice address set forth on Schedule 1 to the appropriate schedule Escrow Agreement is authorized or required by law or executive order to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor at the Subsequent Closing and the total Series C-1 Purchase Price payable by such New Investor at the Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date of the Subsequent Closingremain closed.

Subsequent Closing. The subsequent closing Company may sell additional shares of Series E Preferred Stock to the holders of the purchase and sale of 4,765,248 Shares shall take place Company’s Series D Preferred Stock (the “Series D Stockholders”) set forth on Schedule 1A hereto in up to the amounts set forth on such schedule at the offices of HLG at 10:00 a.m. on or before June a subsequent Closing to be held not later than August 13, 2012 2008 (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and”). The Buyers, together with other than HIG, may elect to purchase at the Initial Subsequent Closing, eachfor the Purchase Price per share, a “any or all of the shares of Series E Preferred Stock described on Schedule 1A that are not purchased by the Series D Stockholders. The Company will notify such Buyers of the number of such shares that will not be purchased by the Series D Stockholders at the Subsequent Closing not later than August 8, 2008. Any such Buyer shall notify the Company of its election to purchase such shares not later than two (2) business days after the delivery of such notice by the Company. Unless otherwise agreed to among such Buyers, any such shares shall be purchased by such Buyers pro rata based on the number shares purchased by each such Buyer at the initial Closing”). At the Subsequent Closing (if any), (i) each Series D Stockholder purchasing shares of Series E Preferred Stock shall execute a joinder to this Agreement (in a form satisfactory to the Company) as a “Buyer” hereunder for purposes of the Subsequent Closing, (ii) each Buyer participating in the Subsequent Closing shall pay to the Company, by wire transfer of immediately available funds to an account to be designated by the Company, the aggregate Purchase Price for the shares to be purchased by such Buyer and (iii) the Company shall deliver to the New Investor a certificate each such Buyer certificates representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be Buyer Stock purchased by such New Investor Buyer at the Subsequent Closing subsequent Closing, free and the total Series C-1 Purchase Price payable by such New Investor at the Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as clear of the date of the Subsequent Closingany Encumbrances.

Subsequent Closing. The subsequent closing Subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d) below, the completion of the purchase and sale of 4,765,248 the Subsequent Closing Shares shall take place at and the offices of HLG at 10:00 a.m. on or before June , 2012 Subsequent Closing Warrants (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and, together with ”) shall occur no later than three (3) business days after the Initial Closing, each, a Stockholder Approval Date (the “ClosingSubsequent Closing Date”), in accordance with Rule 15c6-l promulgated under the Exchange Act. At the Subsequent Closing, (a) the Company shall cause the Transfer Agent to deliver to the New Investor a certificate representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Subsequent Closing Shares set forth on the Signature Page of the Investor registered in the name of the Investor or, if so indicated on the Investor Questionnaire of the Investor attached hereto as Exhibit A, in the name of a nominee designated by the Investor, (b) the Company shall cause to be purchased by such New delivered to the Investor at a Subsequent Closing Warrant for the number of Subsequent Closing Warrant Shares set forth on the Signature Page of the Investor and (c) the aggregate purchase price for the Subsequent Closing Shares and the total Series C-1 Purchase Price payable Subsequent Closing Warrants being purchased by such New the Investor at such Subsequent Closing as set forth on the Signature Page of the Investor will be delivered by or on behalf of the Investor to the Company. For the avoidance of doubt, a Subsequent Closing shall not occur if the Stockholder Approval has not occurred or if the other conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) have not been satisfied or waived. If the Subsequent Closing has not occurred on or prior to April 29, 2016 (which date may be extended in the sole discretion of the Company or Sarissa to no later May 31, 2016 but only if the conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) shall not have been satisfied or waived on or prior to April 29, 2016, provided that if the Closing shall not have occurred on or prior to April 29, 2016 and the reason therefor is the breach by any party of its representations, warranties, covenants or agreements hereunder, the breaching party shall not have the right to exercise the extension right described in this sentence), no Subsequent Closing shall occur hereunder and the Company and the Investor shall be relieved of all obligations in respect thereof, without limitation of any liability of any such party for any breach of any terms hereof that relate thereto. Notwithstanding anything else in this Agreement to the contrary, in the event the Company and the Investor determine that no Stockholder Approval is required in connection with the Subsequent Closing) and each New Investor shall have , the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date closing of the Subsequent Closing Shares and Subsequent Closing Warrants shall occur at the First Closing, or if the First Closing has already been consummated, then within (3) business days following such determination by the Company and Sarissa, but subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d).

Subsequent Closing. The subsequent Prior to the Subsequent Closing (as defined below), the Company shall adopt and file with the Secretary of State of Delaware a Certificate of Amendment to the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit C (the "Amended Certificate") providing for a one-for-ten reverse stock split of the Common Stock and an authorized Common Stock of 20,000,000 shares thereafter. Within three (3) business days of the date of filing of the Amended Certificate with the Secretary of State of Delaware, the closing of the purchase and sale of 4,765,248 (i) One Million Two Hundred Eighty-Five Thousand Five Hundred Sixty-Seven (1,285,567) Shares (post-split) for Six Hundred Twenty-Three Thousand Five Hundred Dollars ($623,500) and (ii) up to an additional Six Million One Hundred Eighty-Five Thousand Five Hundred Sixty-Seven (6,185,567) Shares (post-split) for up to Three Million Dollars ($3,000,000) at the option of the Investor, shall take place at the offices of HLG Brown Raysman or at 10:00 a.m. on such other time and place as the Company and txx Xnvestor shall mutually agree, either orally or before June , 2012 in writing (which time, date time and place are referred to in this Agreement designated as the “"Subsequent Closing” and"), together with upon the Initial Closing, each, a “Closing”)same terms and conditions as those contained herein. At the Subsequent Closing, the Company shall authorize its transfer agent to deliver to the New Investor a certificate the certificates representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor at hereunder within two (2) business days of the Subsequent Closing and the total Series C-1 Purchase Price payable Company hereby covenants that such Shares will be delivered to the Investor by such New Investor time at the address for the Investor specified in Section 6.7 hereof. The Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as Closing of the date purchase and sale of Shares shall be subject to all the Subsequent provisions hereof referring to Closing, except where the reference is to the First Closing.

Subsequent Closing. The Subject in all respects to the last sentence of this paragraph, the subsequent closing (the "Subsequent Closing") of the purchase transactions contemplated by this Agreement and sale of 4,765,248 Shares shall the Transaction Documents will take place at the offices of HLG Xxxxxxxxxx & Xxxxx LLP, 30 Rockefeller Plaza, New York City, at 10:00 a.m. Eastern time, on March 1, 2007 (or on a date designated by the Majority Holders (upon no less than two (2) business days written notice to the Company) that is on or before June prior to the Subsequent Closing Termination Date if the Audited 2006 Financial Statements have not been delivered to Investors prior to February 15, 2012 2007), subject to the satisfaction or waiver of all conditions set forth in Articles VIII and X hereof, or such other date, place or time agreed to by the Company and the Majority Holders (which time, such date and place are of the Closing being hereinafter referred to in this Agreement as the “"Subsequent Closing” and, together with the Initial Closing, each, a “Closing”Closing Date"). At the Subsequent Closing, the The Company shall deliver to the New each Investor a certificate representing the Shares that such New Investor is purchasing at the Subsequent Closing, against payment of the aggregate Series C-1 Purchase Price purchase price therefor by check or wire transfer. The New Investor shall become a party to, transfer of immediately available funds to such bank and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated account specified by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, cancellation of indebtedness, or any combination thereof. Notwithstanding any of the need for an amendment to this Agreementforegoing, the Investors’ Rights Agreement, obligation of the Voting Agreement Investors to purchase Shares and the First Refusal and Co-Company's obligation to sell Shares under Section 2.01(c) hereof shall terminate in full (i) upon consummation of a Qualified Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement or Qualified Public Offering or (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor at ii) on the Subsequent Closing Termination Date (unless the Company and the total Series C-1 Purchase Price payable Majority Holders agree otherwise) if the Subsequent Closing has not occurred on or by such New Investor at date (provided that the Company's obligation to sell such Shares shall not terminate if the Subsequent Closing) Closing has not occurred as a result of a breach by the Company of its obligations under this Agreement and each New Investor an Investor's obligation to purchase such Shares shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date of not terminate if the Subsequent ClosingClosing has not occurred as a result of a breach by such Investor of its obligations under this Agreement).