THE SHARES OF BUYER
COMMON STOCK ISSUABLE UPON THE SATISFACTION OF EACH OF THE M-ENOXAPARIN
MILESTONE AND THE SECOND GENERIC MILESTONE."
(B)
THE DEFINITION OF "REGISTRATION STATEMENT"
SET FORTH IN ARTICLE VIII OF THE AGREEMENT IS HEREBY AMENDED BY DELETING SUCH
SECTION IN ITS ENTIRETY AND SUBSTITUTING IN LIEU THEREFOR THE FOLLOWING:
"Registration Statement" shall mean a registration statement on Form S-3 or, if
the Buyer is not eligible to use form S-3, Form S-1 (or such other form as the
Buyer shall deem
appropriate) covering the resale to the public by the Seller of the Milestone
Shares or the Submilestone Shares as applicable."
(C)
A NEW DEFINITION, "SUBMILESTONE EFFECTIVE
DATE," SHALL BE ADDED TO ARTICLE VIII IN APPROPRIATE ALPHABETICAL ORDER AND
SHALL READ IN ITS ENTIRETY AS FOLLOWS:
"SUBMILESTONE EFFECTIVE DATE" SHALL BE AUGUST 4, 2009."
3.
Amendment of Section 7.1.
Section 7.1
of the Agreement is hereby amended by deleting such section in its entirety and
substituting in lieu therefor the following:
"7.1
REGISTRATION OF SHARES.
THE BUYER SHALL FILE A REGISTRATION STATEMENT
WITH THE SEC WITHIN 90 DAYS FOLLOWING THE COMPLETION AND SATISFACTION OF EACH OF
THE M-ENOXAPARIN MILESTONE AND THE SECOND GENERIC MILESTONE AND AS SOON AS
PRACTICABLE, BUT NO LATER THAN WITHIN 30 DAYS, AFTER THE SUBMILESTONE EFFECTIVE
DATE.
THE BUYER SHALL USE ITS BEST EFFORTS TO CAUSE EACH REGISTRATION STATEMENT
TO BE DECLARED EFFECTIVE BY THE SEC AS SOON AS PRACTICABLE.
THE BUYER SHALL AS
EXPEDITIOUSLY AS POSSIBLE PREPARE AND FILE WITH THE SEC ANY AMENDMENTS AND
SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS INCLUDED IN THE
REGISTRATION STATEMENT AS MAY BE NECESSARY TO COMPLY WITH THE PROVISIONS OF THE
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, THE SECOND GENERIC
MILESTONE, OR THE SUBMILESTONE EFFECTIVE DATE, 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."
4.
Requirements of the Seller.
Seller
hereby agrees:
(A)
TO INDEMNIFY THE BUYER AND EACH OF ITS
DIRECTORS AND OFFICERS AGAINST, AND HOLD THE BUYER AND EACH OF ITS DIRECTORS AND
OFFICERS HARMLESS FROM, ANY LOSSES, CLAIMS, DAMAGES, EXPENSES OR LIABILITIES
(INCLUDING REASONABLE ATTORNEYS FEES) TO WHICH THE BUYER OR SUCH DIRECTORS AND
OFFICERS MAY BECOME SUBJECT BY REASON OF ANY STATEMENT OR OMISSION IN THE
REGISTRATION STATEMENT COVERING THE SUBMILESTONE SHARES MADE IN RELIANCE SUPON,
OR IN CONFORMITY WITH, A WRITTEN STATEMENT BY