definiens: as such term is defined in Regulation D under the Securities Act ; ( d ) each of the Participating Rights Holders shall enter into a lock - up agreement with Parent, in formand substance satisfactory to Parent, acting reasonably, pursuant to which such Participating Rights Holder covenants that he, she or it will not, without the prior written consent of Parent which may be withheld in its sole discretion, offer, sell, contractto sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of ( whether by actual disposition or effective economic disposition ) any of the shares of ParentCommon Stock issued to him, her or it in full or partial payment of his, her or its proportionate share of the MergerConsideration ; provided that 50 % of such shares shall become free of such restriction on the 180th day following the ClosingDate and, provided, further, that, the balance of such shares shall become free of such restriction on the anniversary of theClosing Date ; ( e ) any persons or other officers of the Company hired after the Agreement Date and responsible foroversight of any of the ( i ) research and development, ( ii ) operations, ( iii ) clinical and ( iv ) general management functions of theCompany, and any replacements for such persons or officers of the Company, shall have executed and delivered non - competition agreements with Parent in form and substance satisfactory to Parent, acting reasonably ; ( f ) Doug Adams shall have executed and delivered an employment agreement with Parent in form andsubstance reasonably satisfactory to Parent and Doug Adams, provided that the employment agreement currently in effectbetween Doug Adams and the Company shall be terminated immediately prior to the Effective Time, with no cash payment orother compensation being made to him thereunder as a consequence of this Agreement or the transactions contemplatedhereby, including the Merger ; ( g ) no Material Adverse Effect shall have occurred or been discovered by Parent since the AgreementDate ; ( h ) no injunction or other decree shall have been issued by any court of competent jurisdictionprohibiting the sale of any of the Company Products by the Company or Parent on the basis of any rights held by a third party(including any rights of any third party in any Intellectual Property ) ; ( i ) Rackemann, Sawyer & Brewster, Professional Corporation, or other legal counsel to the Companyapproved by Parent, in its sole discretion, will have issued a legal opinion substantially in the form attached hereto as ExhibitC ; ( j ) the Company shall have delivered a properly executed statement, dated as of the Closing Date, in aform reasonably acceptable to Parent conforming to the requirements of Treasury Regulation Section 1.1445 - 2(c)(3 ) ; ( k ) the Company shall have delivered to Parent and Merger Sub a certificate that sets forth theinformation required to be set forth on Section 3.2 of the Company Disclosure Schedule as of the Effective Time ( the ), and the Capitalization Certificate shall be deemed to be a representation and warranty of theCompany hereunder ; ( l ) the Company shall have obtained the consent or approval of each person whose consent or approvalshall be required in connection with the Merger under all notes, bonds, mortgages, indentures, contracts, agreements, leases, licenses, permits, franchises and other instruments or obligations to which it is a party ; ( m ) any and all rights, warrants, options or other instruments or rights to purchase shares of capitalstock of the Company, including Company Common Stock or the Series A Preferred Stock, ( other than Company Options andCompany Warrants, which shall be converted into the right to receive a portion of the Merger Consideration in accordancewith Section 2.1 ) outstanding immediately prior to the Closing, whether or not exercisable, whether or not vested, andwhether or not performance- based, shall have been exercised, terminated or waived, and all outstanding convertible notesshall have been cancelled or converted into capital stock of the Company ; ( n ) holders of no more than 1.0 % of the aggregate outstanding shares of Company Common Stock, asof the Effective Time, shall have elected to, or continue to have contingent rights to, exercise dissenters ’, appraisal or similarrights under Delaware Law ( or California Law, if applicable ), with respect to such shares ; ( o ) the Company Option Plan, and all outstanding Company Options and all agreements relatingthereto, shall be terminated and no longer be of any force or effect ; ( p ) the Company shall have obtained from the Trustees of Boston University an acknowledgement andagreement, in form and substance satisfactory to Parent, acting reasonably, that the Trustees of Boston University have noownership or other claim in any of the Intellectual Property made, created or developed, on or prior to the Closing Date, under or pursuant to, or in connection with, the Incubation Agreement or the Sponsored Research Agreement ; ( q ) The Company shall have obtained from Dr. Gabriel Simon a waiver, in form and substancesatisfactory to Parent, acting reasonably, of any claim by Dr. Gabriel Simon under the Employment Agreement dated as ofNovember 1, 2001 between Dr