Additional Advance. Notwithstanding the provisions of Section 3.2(a), in the event that, during the term of the Loan, CURAGEN completes a public offering of shares of CURAGEN Common Stock after any portion of the Note has been converted to CURAGEN Series F Preferred Stock (the "Conversion Shares") pursuant to Section 6 of the Note, GENENTECH shall, upon the written request of CURAGEN received within thirty (30) days of such event (the "Redemption Notice"), advance to CURAGEN, under the terms of the Note and Section 3.2(a) hereof, the aggregate Redemption Price (as defined in the Certificate of Designation for the Series F Preferred Stock) of the Conversion Shares (the "Redemption Amount"). CURAGEN shall use the Redemption Amount received from GENENTECH solely for the purpose of repurchasing the Conversion Shares from GENENTECH. CURAGEN shall repurchase the Conversion Shares, and GENENTECH shall sell and deliver the Conversion Shares to CURAGEN, for a price equal to the Redemption Amount contemporaneously with the advance of the Redemption Amount.
Appears in 3 contracts
Sources: Research and Option Agreement (Curagen Corp), Research and Option Agreement (Curagen Corp), Research and Option Agreement (Curagen Corp)