IS DETERMINED USING
ANY FLOATING DISCOUNT OR OTHER POST-ISSUANCE ADJUSTABLE DISCOUNT TO THE MARKET
PRICE OF COMMON STOCK, INCLUDING, WITHOUT LIMITATION, PURSUANT TO ANY EQUITY
LINE OR OTHER FINANCING THAT IS SUBSTANTIALLY SIMILAR TO THE FINANCING PROVIDED
FOR UNDER THIS AGREEMENT, PROVIDED THAT ANY FUTURE ISSUANCE BY THE COMPANY OF
(I) A CONVERTIBLE SECURITY ("CONVERTIBLE SECURITY") THAT (A) CONTAINS PROVISIONS
THAT ADJUST THE CONVERSION PRICE OF SUCH
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CONVERTIBLE SECURITY IN THE EVENT OF STOCK SPLITS, DIVIDENDS, DISTRIBUTIONS,
RECLASSIFICATIONS OR SIMILAR EVENTS OR PURSUANT TO ANTI-DILUTION PROVISIONS OR
(B) IS ISSUED IN CONNECTION WITH THE COMPANY OBTAINING DEBT FINANCING FOR
RESEARCH AND DEVELOPMENT PURPOSES WHERE THE ISSUANCE OF CONVERTIBLE SECURITIES
IS CONDITIONED UPON THE COMPANY MEETING CERTAIN DEFINED CLINICAL MILESTONES,
(II) SECURITIES IN A REGISTERED DIRECT PUBLIC OFFERING OR AN UNREGISTERED
PRIVATE PLACEMENT WHERE THE PRICE PER SHARE OF SUCH SECURITIES IS FIXED
CONCURRENTLY WITH THE EXECUTION OF DEFINITIVE DOCUMENTATION RELATING TO THE
OFFERING OR PLACEMENT, AS APPLICABLE AND (III) SECURITIES ISSUED IN CONNECTION
WITH A SECURED DEBT FINANCING, SHALL NOT BE A PROHIBITED TRANSACTION.
SECTION 6.8
CORPORATE EXISTENCE.
THE COMPANY SHALL TAKE ALL STEPS
NECESSARY TO PRESERVE AND CONTINUE THE CORPORATE EXISTENCE OF THE COMPANY;
PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO PROHIBIT
THE COMPANY FROM ENGAGING IN ANY EXCLUDED MERGER OR SALE WITH ANOTHER PERSON,
SUBJECT TO THE TERMS OF THE WARRANT.
SECTION 6.9
NON-DISCLOSURE OF NON-PUBLIC INFORMATION.
SUBJECT TO
SECTION 6.10 BELOW, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
THE REGISTRATION RIGHTS AGREEMENT OR THE WARRANT, NONE OF THE COMPANY, ITS
OFFICERS, DIRECTORS, EMPLOYEES NOR AGENTS SHALL DISCLOSE MATERIAL NON-PUBLIC
INFORMATION TO THE INVESTOR, ITS ADVISORS OR REPRESENTATIVES.
SECTION 6.10
NOTICE OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION
OF RIGHT TO REQUEST A DRAW DOWN.
THE COMPANY SHALL PROMPTLY NOTIFY THE INVESTOR
UPON THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS IN RESPECT OF THE
REGISTRATION STATEMENT OR THE PROSPECTUS RELATED TO THE OFFER, ISSUANCE AND SALE
OF THE SHARES AND THE WARRANT SHARES HEREUNDER: (I) RECEIPT OF ANY REQUEST FOR
MATERIAL ADDITIONAL INFORMATION BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE
GOVERNMENTAL AUTHORITY OR FOR AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION
STATEMENT OR THE PROSPECTUS (TO THE EXTENT RELATED TO THE RESALE OF REGISTRABLE
SECURITIES) DURING THE PERIOD OF EFFECTIVENESS OF THE REGISTRATION STATEMENT;
(II) THE ISSUANCE BY THE COMMISSION OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION
STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE; AND
(III) RECEIPT OF ANY NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE
QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE REGISTRABLE
SECURITIES FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF ANY
PROCEEDING FOR SUCH PURPOSE.
IF AT ANY TIME THE COMMISSION SHALL ISSUE ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, THE COMPANY
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN THE WITHDRAWAL OF SUCH ORDER
AT THE EARLIEST POSSIBLE TIME.
THE COMPANY SHALL NOT BE