definiens: ) .(iii ) If either ( x ) Cara is a assuch term is defined in Rule 405 promulgated under the Securities Actof 1933, as amended ( the ), as of the date of the exerciseof the Royalty Buyout, or ( y ) ( i ) the staff of the Division of CorporationFinance of the U.S. Securities and Exchange Commission has issuedto Cara a no - action letter regarding the commencement of the holdingperiod under Rule 144(d ) promulgated under the Securities Act for suchshares of Cara stock as are otherwise issuable at the election of Caraas partial payment of the Royalty Buyout as permitted under this Section6.5(c)(iii ), and such no - action letter permits tacking of such holdingperiod back to the date of this Agreement, and ( ii ) sufficient time haspassed since the date of this Agreement ( and all other requirementsstunder Rule 144 are met ) to permit the holders of the stock to be issuedby Cara in relation to the Royalty Buyout to sell all such shares on thedate of Cara ’s exercise of such option in compliance with Rule 144under the Securities Act without any restrictions, then Cara shall havethe option, but not the- 28 - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ * * * ], HAS BEENOMITTED BECAUSE CARA THERAPEUTICS, INC . HAS DETERMINED THE INFORMATION ( I ) IS NOT MATERIALAND ( II ) WOULD LIKELY CAUSE COMPETITIVE HARM TO CARA THERAPEUTICS, INC . IF PUBLICLY DISCLOSED