SECURITIES ACT (INCLUDING THE ANTI-FRAUD PROVISIONS
THEREOF), AND SHALL CAUSE EACH REGISTRATION STATEMENT TO REMAIN EFFECTIVE UNTIL
THE DATE ONE (1) YEAR AFTER THE ISSUANCE OF THE MILESTONE SHARES ISSUED IN
CONNECTION WITH THE COMPLETION AND SATISFACTION OF THE M-ENOXAPARIN MILESTONE
AND THE SECOND GENERIC MILESTONE, AS THE CASE MAY BE, OR SUCH EARLIER TIME AS
ALL OF THE APPLICABLE MILESTONE SHARES COVERED BY SUCH REGISTRATION STATEMENT
HAVE BEEN SOLD PURSUANT THERETO; PROVIDED, THAT SUCH ONE-YEAR PERIOD SHALL BE
EXTENDED TO 30 MONTHS IN THE EVENT THAT AT THE TERMINATION THEREOF THE SELLER IS
NOT ABLE TO SELL SUCH MILESTONE SHARES PURSUANT TO AND IN ACCORDANCE WITH RULE
144 UNDER THE SECURITIES ACT OF 1933, AS SUCH RULE MAY THEN BE IN EFFECT, OR ANY
SIMILAR RULE OR REGULATION HEREAFTER ADOPTED BY THE SEC.
17
7.2
LIMITATIONS ON REGISTRATION RIGHTS.
(A)
THE BUYER MAY, BY WRITTEN NOTICE TO THE
SELLER, (I) DELAY THE FILING OR EFFECTIVENESS OF ANY REGISTRATION STATEMENT OR
(II) SUSPEND ANY REGISTRATION STATEMENT AFTER EFFECTIVENESS AND REQUIRE THAT THE
SELLER IMMEDIATELY CEASE SALES OF SHARES PURSUANT TO THE REGISTRATION STATEMENT,
IN THE EVENT THAT (A) THE BUYER FILES A REGISTRATION STATEMENT (OTHER THAN A
REGISTRATION STATEMENT ON FORM S-8 OR ITS SUCCESSOR FORM) WITH THE SEC FOR A
PUBLIC OFFERING OF ITS SECURITIES OR (B) THE BUYER IS ENGAGED IN ANY ACTIVITY OR
TRANSACTION OR PREPARATIONS OR NEGOTIATIONS FOR ANY ACTIVITY OR TRANSACTION THAT
THE BUYER DESIRES TO KEEP CONFIDENTIAL FOR BUSINESS REASONS, IF THE BUYER
DETERMINES IN GOOD FAITH THAT THE PUBLIC DISCLOSURE REQUIREMENTS IMPOSED ON THE
BUYER UNDER THE SECURITIES ACT IN CONNECTION WITH SUCH REGISTRATION STATEMENT
WOULD REQUIRE DISCLOSURE OF SUCH ACTIVITY, TRANSACTION, PREPARATIONS OR
NEGOTIATIONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE BUYER SHALL
NOT EXERCISE ITS RIGHTS UNDER THIS SECTION 7.2(A) TO SUSPEND SALES OF MILESTONE
SHARES FOR A PERIOD IN EXCESS OF 90 DAYS CONSECUTIVELY OR 180 DAYS IN ANY
365-DAY PERIOD.
(B)
IF THE BUYER DELAYS OR SUSPENDS ANY
REGISTRATION STATEMENT OR REQUIRES THE SELLER TO CEASE SALES OF SHARES PURSUANT
TO PARAGRAPH (A) ABOVE, THE BUYER SHALL, AS PROMPTLY AS PRACTICABLE FOLLOWING
THE TERMINATION OF THE CIRCUMSTANCE WHICH ENTITLED THE BUYER TO DO SO (OR AT THE
END OF SUCH 90-DAY PERIOD, WHICHEVER FIRST OCCURS), TAKE SUCH ACTIONS AS MAY BE
NECESSARY TO FILE OR REINSTATE THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT
AND/OR GIVE WRITTEN NOTICE TO THE SELLER AUTHORIZING IT TO RESUME SALES PURSUANT
TO SUCH REGISTRATION STATEMENT.
IF AS A RESULT THEREOF THE PROSPECTUS INCLUDED
IN SUCH REGISTRATION STATEMENT HAS BEEN AMENDED TO COMPLY WITH THE REQUIREMENTS
OF THE SECURITIES ACT, THE BUYER SHALL ENCLOSE SUCH REVISED PROSPECTUS WITH THE
NOTICE TO THE SELLER GIVEN PURSUANT TO THIS PARAGRAPH (B), AND THE SELLER SHALL
MAKE NO OFFERS OR SALES OF SHARES PURSUANT TO SUCH REGISTRATION STATEMENT OTHER
THAN BY MEANS OF SUCH REVISED PROSPECTUS.
7.3
REGISTRATION PROCEDURES.
(A)
IN CONNECTION WITH THE FILING BY THE BUYER
OF ANY REGISTRATION STATEMENT, THE BUYER SHALL FURNISH TO THE