DEFINED IN THE REGISTRATION RIGHTS AGREEMENT.
10
4.4
EXPENSES.
THE COMPANY AND EACH INVESTOR IS
LIABLE FOR, AND WILL PAY, ITS OWN EXPENSES INCURRED IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER
AGREEMENTS TO BE EXECUTED IN CONNECTION HEREWITH, INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' AND CONSULTANTS' FEES AND EXPENSES.
4.5
FINANCIAL INFORMATION.
AS LONG AS AN
INVESTOR OWNS ANY OF THE SECURITIES OR WARRANT SHARES, THE FINANCIAL STATEMENTS
OF THE COMPANY WILL BE PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, AND WILL FAIRLY PRESENT IN
ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND
RESULTS OF ITS OPERATIONS AND CASH FLOWS AS OF, AND FOR THE PERIODS COVERED BY,
SUCH FINANCIAL STATEMENTS (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO
NORMAL YEAR-END AUDIT ADJUSTMENTS).
4.6
COMPLIANCE WITH LAW.
AS LONG AS AN INVESTOR
OWNS ANY OF THE SECURITIES OR WARRANT SHARES, THE COMPANY WILL CONDUCT ITS
BUSINESS IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS OF THE
JURISDICTIONS IN WHICH IT IS CONDUCTING BUSINESS, INCLUDING, WITHOUT LIMITATION,
ALL APPLICABLE LOCAL, STATE AND FEDERAL ENVIRONMENTAL LAWS AND REGULATIONS, THE
FAILURE TO COMPLY, INDIVIDUALLY OR IN THE AGGREGATE, WITH WHICH WOULD HAVE A
MATERIAL ADVERSE EFFECT.
4.7
NO INTEGRATION.
THE COMPANY WILL NOT MAKE
ANY OFFERS OR SALES OF ANY SECURITY OR SOLICIT OFFERS TO BUY OR OTHERWISE
NEGOTIATE IN RESPECT OF ANY OFFER OR SALE OF ANY SECURITY (OTHER THAN THE
SECURITIES) UNDER CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING OF THE SECURITIES
TO BE INTEGRATED WITH ANY OTHER OFFERING OF SECURITIES BY THE COMPANY (I) FOR
THE PURPOSE OF ANY STOCKHOLDER APPROVAL PROVISION APPLICABLE TO THE COMPANY OR
ITS SECURITIES OR (II) FOR PURPOSES OF ANY REGISTRATION REQUIREMENT UNDER THE
SECURITIES ACT.
4.8
SALES BY INVESTORS.
EACH INVESTOR WILL SELL
ANY SECURITIES SOLD BY IT IN COMPLIANCE WITH APPLICABLE PROSPECTUS DELIVERY
REQUIREMENTS, IF ANY, OR OTHERWISE IN COMPLIANCE WITH THE REQUIREMENTS FOR AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER.
NO INVESTOR WILL MAKE ANY SALE, TRANSFER OR
OTHER DISPOSITION OF THE SECURITIES IN VIOLATION OF FEDERAL OR STATE SECURITIES
LAWS.
4.9
CONTINGENT WARRANTS.
(A)
IN THE EVENT THE COMPANY SHALL NOT HAVE
ENTERED INTO A DEFINITIVE COLLABORATION AGREEMENT BETWEEN THE COMPANY AND A
THIRD PARTY WITH RESPECT TO THE DEVELOPMENT OR MARKETING OF TOCOSOL PACLITAXEL,
WHICH INCLUDES PRESENT OR FUTURE CONSIDERATION PAYABLE BY SUCH THIRD PARTY TO
THE COMPANY, WHETHER IN THE FORM OF UP FRONT PAYMENTS, FUTURE MILESTONE
PAYMENTS, REIMBURSEMENTS OF CLINICAL TRIAL OR OTHER DEVELOPMENT EXPENSES,
ROYALTIES OR INVESTMENTS, AND WHICH COVERS A TERRITORY THAT INCLUDES THE UNITED
STATES (A "PARTNERSHIP") ON OR PRIOR TO DECEMBER 31, 2005 (THE "TRIGGER DATE"),
THE COMPANY SHALL ISSUE TO EACH OF THE INVESTORS AN ADDITIONAL WARRANT IN THE
FORM OF EXHIBIT A TO PURCHASE SUCH NUMBER OF SHARES OF THE COMPANY'S COMMON
STOCK EQUAL TO 15% OF THE COMMON SHARES PURCHASED BY EACH INVESTOR ON THE
CLOSING DATE UNDER