Lock-in. 4.1 SIIL hereby undertakes that it will, and will procure that its connected persons and nominees will, retain absolute legal and beneficial title to the Lock-Up Shares, free from encumbrances for a period commencing on the date of issue of the SIIL Shares and ending twenty four (24) months thereafter (the “Lock Up Period”) and shall not during the Lock Up Period: 4.1.1 offer, dispose of or agree to offer or dispose of, directly or indirectly, any such Lock-Up Shares or any legal or beneficial interest in any such Lock-Up Shares; and/or 4.1.2 enter into or agree to enter into any derivative transaction of any type whatsoever (including without limitation, any swap, contract for differences, option, warrant, convertible securities or futures transaction or arrangement) in respect of, or referenced to, any of such Lock-Up Shares, whether such transaction is settled by delivery of such Lock-Up Shares or other securities, in cash or otherwise. 4.2 SIIL hereby irrevocably and unconditionally undertakes, agrees and represents to and with Lipoxen PLC in respect of the Lock-Up Shares that it shall, and shall procure that all its connected persons and nominees (as applicable) shall, for a period of twenty four (24) months commencing on expiry of the Lock-Up Period (the “Orderly Marketing Period”): 4.2.1 offer, dispose of or agree to offer or dispose of, directly or indirectly, any such Lock-Up Shares or any legal or beneficial interest in any such Lock-Up Shares; and/or 4.2.2 enter into or agree to enter into any derivative transaction of any type whatsoever (including without limitation, any swap, contract for differences, option, warrant, convertible securities or futures transaction or arrangement) in respect of, or referenced to, any of such Lock-Up Shares, only through Lipoxen PLC’s corporate brokers or financial advisers from time to time, unless SIIL has previously informed Lipoxen PLC of the proposed disposal or transaction and Lipoxen PLC has agreed in writing, such consent not to be unreasonably withheld, that the disposal or transaction may be effected through SIIL’s existing brokers. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Products as defined in the Licence Agreement, Supplemental Agreement, the Letter Amendments and/or the DMA PSA Conjugated Non-Glycosylated EPO; Polysialyated Doxorubicin; Polysialyated GCSF; Polysialyated Interferon Alpha; Polysialyated Liposomal Doxorubicin; Liposomal Doxorubicin; Liposomal Pneumococcal; Liposomal Rabies; Liposomal Hib Liposomal Carboplatin; Liposomal Cisplatin; Liposomal Co-delivery HIV; Liposomal Oral Tetanus Toxoid; Liposomal Paclitaxel; [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
Appears in 2 contracts
Sources: Exclusive Patent and Know How Licence and Manufacturing Agreement (Xenetic Biosciences, Inc.), Exclusive Patent and Know How Licence and Manufacturing Agreement (Xenetic Biosciences, Inc.)