COMPANY'S BOARD OF DIRECTORS
CERTIFIES THAT ANY ONE OF THE THREE EVENTS SET FORTH IN SECTION 2(B)(I),
2(B)(II) OR 2(B)(III) HEREOF SHALL HAVE OCCURRED PRIOR TO JANUARY [
],
2011:
(I)
THE COMPANY HAS CONSUMMATED A PUBLIC OFFERING
OF SHARES OF ITS COMMON STOCK PURSUANT TO A REGISTRATION STATEMENT FILED WITH
THE
SECURITIES AND EXCHANGE COMMISSIONS WITH GROSS PROCEEDS TO THE COMPANY TOTALING
AT LEAST $40.0 MILLION;
(II)
THE COMPANY HAS EXECUTED A COLLABORATION
AGREEMENT WITH AN UNAFFILIATED THIRD PARTY PARTNER (AND HAS FULFILLED THE
CONDITIONS TO CLOSING SET FORTH IN SUCH AGREEMENT OR RELATED AGREEMENT(S),
INCLUDING, HSR AND OTHER APPROVALS), THE TERMS OF WHICH SHALL INCLUDE AN
IRREVOCABLE COMMITMENT FROM SUCH THIRD PARTY TO PROVIDE CASH PAYMENTS OF AT
LEAST $40.0 MILLION TO THE COMPANY WITHIN FOUR YEARS OF THE DATE OF EXECUTION OF
SUCH COLLABORATION AGREEMENT, PROVIDED THAT SUCH UNAFFILIATED THIRD PARTY
PARTNER SHALL NOT INCLUDE ANY PARTY (X) WITH WHICH THE COMPANY HAS AN EXECUTED
AGREEMENT OR (Y) WITH WHICH THE COMPANY HAS ACTIVELY NEGOTIATED A COLLABORATION,
IN EACH CASE PRIOR TO THE DATE OF THE EMPLOYMENT AGREEMENT; OR
(III)
THE CLOSING PRICE OF THE COMPANY'S COMMON STOCK ON
THE NASDAQ GLOBAL MARKET HAS EQUALED OR EXCEEDED $25.00 OVER A PERIOD OF 20
CONSECUTIVE TRADING DAYS (SUCH PRICE TO BE ADJUSTED IN THE EVENT OF A STOCK
SPLIT, REVERSE STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION, COMBINATION OF
SHARES, RECLASSIFICATION OF SHARES, SPIN-OFF OR OTHER SIMILAR CHANGE IN
CAPITALIZATION OR EVENT).
Notwithstanding the provisions of Section 2(a) and Section 2(b) above and
subject to the acceleration provisions set forth in the Employment Agreement, if
at any time during the four year-period ending on January [
], 2011 the
Company's Board of Directors elects to abandon the M-Enoxaparin program and no
longer pursue the commercialization of M-Enoxaparin either for strategic reasons
or as a result of adverse events in the regulatory process, the Shares shall
vest and become free from the forfeiture provisions in Section 2(d) hereof and
become free from the transfer restrictions in Section 3 hereof on the date that
the Company's Board of Directors certifies that any one of the three events set
forth in Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof shall have occurred,
provided that the Participant is employed by the Company on the date of the
certification by the Company's Board of Directors of the applicable vesting
event.
(C)
SUBJECT TO THE ACCELERATION PROVISIONS SET FORTH IN THE EMPLOYMENT
AGREEMENT, IN THE EVENT THE SHARES DO NOT VEST IN ACCORDANCE WITH THE CONDITIONS
SET FORTH IN SECTION 2(A) OR SECTION 2(B) BEFORE JANUARY [
], 2011, THE
SHARES SHALL VEST AND BECOME FREE FROM THE FORFEITURE PROVISIONS IN SECTION 2(D)
HEREOF AND BECOME FREE FROM THE TRANSFER RESTRICTIONS IN SECTION 3 HEREOF IF (A)
THE PARTICIPANT IS EMPLOYED BY THE COMPANY AND (B) THE COMPANY'S BOARD OF
DIRECTORS CERTIFIES THAT (X) THE COMPANY (OR ANY OF THE COMPANY'S PARTNERS OR
COLLABORATORS) HAS COMMERCIALLY LAUNCHED M-ENOXAPARIN IN THE UNITED STATES OR
(Y) ANY ONE OF