6.2
LEGENDS.
UNTIL ALL OF THE SHARES CAN BE SOLD PURSUANT TO RULE 144
PROMULGATED UNDER THE SECURITIES ACT, EACH CERTIFICATE REQUESTING ANY OF THE
SHARES SHALL BE ENDORSED WITH THE LEGENDS SET FORTH BELOW, AND THE PURCHASER
COVENANTS THAT, EXCEPT TO THE EXTENT SUCH RESTRICTIONS ARE WAIVED IN WRITING BY
THE COMPANY, IT SHALL NOT TRANSFER THE SHARES REPRESENTED BY ANY SUCH
CERTIFICATE WITHOUT COMPLYING WITH THE RESTRICTIONS ON TRANSFER DESCRIBED IN
THIS AGREEMENT AND THE LEGENDS ENDORSED ON SUCH CERTIFICATE (SUCH LEGENDS TO BE
REMOVED BY THE COMPANY FROM ANY SUCH CERTIFICATE AT THE REQUEST OF PURCHASER AT
SUCH TIME THAT ALL OF THE SHARES CAN BE SOLD PURSUANT TO RULE 144 PROMULGATED
UNDER THE SECURITIES ACT):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
UNDER SAID ACT."
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND CERTAIN OTHER RESTRICTIONS, ALL AS SET FORTH
IN A CERTAIN DEFINITIVE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
COMPANY."
10
6.3
OTHER TRANSFER RESTRICTIONS.
(A)
IN ADDITION TO THE RESTRICTIONS SET FORTH IN SECTION 6.1, UNTIL THE DATE
THAT IS TWELVE (12) MONTHS AFTER THE DATE HEREOF, THE PURCHASER SHALL NOT,
DIRECTLY OR INDIRECTLY, SELL, TRANSFER, PLEDGE, CONTRACT TO SELL, SELL ANY
OPTION OR CONTRACT TO PURCHASE, PURCHASE ANY OPTION OR CONTRACT TO SELL, GRANT
ANY OPTION, RIGHT OR WARRANT TO PURCHASE OR OTHERWISE DISPOSE OF, ANY SHARES TO
ANY COMPETITOR OF THE COMPANY (OR ANY AFFILIATE THEREOF) OR ANY ACTIVIST
INVESTOR (OR ANY AFFILIATE THEREOF).
(B)
NO TRANSFEREE OF THE SHARES SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF BY
THE PURCHASER AS PERMITTED BY THIS SECTION 6.3 SHALL BE BOUND (OTHER THAN A
PURCHASER CONTROLLED CORPORATION) BY THE TERMS OF THIS AGREEMENT, NOR SHALL SUCH
TRANSFEREE (OTHER THAN A PURCHASER CONTROLLED CORPORATION) BE ENTITLED, IN ANY
MANNER WHATSOEVER, TO ANY RIGHTS AFFORDED PURCHASER UNDER THIS AGREEMENT.
(C)
ANY ATTEMPTED SALE, TRANSFER OR OTHER DISPOSITION BY PURCHASER OR A
PURCHASER CONTROLLED CORPORATION WHICH IS NOT IN COMPLIANCE WITH THIS
SECTION 6.3 SHALL BE NULL AND VOID.
6.4
STANDSTILL.
(A) FOR A PERIOD COMMENCING WITH THE DATE OF THIS AGREEMENT
AND ENDING ON THE EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE PERIOD OF
EXCLUSIVITY PURSUANT TO ITS TERMS SET FORTH IN THE COLLABORATION AGREEMENT,
(II) THE EIGHTEENTH MONTH ANNIVERSARY OF THE DATE HEREOF OR (III) A STANDSTILL
TERMINATION EVENT (AS DEFINED BELOW) (SUCH PERIOD, THE "STANDSTILL PERIOD"),
NONE OF THE PURCHASER, ANY AFFILIATE OF THE PURCHASER OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR ADVISORS ("REPRESENTATIVES") SHALL, FOR OR ON
BEHALF OF THE PURCHASER, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY:
(A)
ACQUIRE, OFFER