Common use of Long-Form Registrations Clause in Contracts

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the consummation of the initial Public Offering of the Common Stock, each Stockholder, may request registration under the Securities Act on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securities; provided, that with respect to any requests under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” The Company shall not be obligated to effect more than two (2) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.1.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) 180 days following the consummation effective date of an initial public offering of the initial Public Offering Company’s securities (an “IPO”), the holders of at least a majority of the Common Stock, each Stockholder, Preferred Stock Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securitiesregistration; provided, that with respect to any requests demands under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 20,000,000 (or $500,000,000 in the case net of a demand pursuant to Section 2.1(a)(i) aboveunderwriting discounts and commissions); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of any a written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effectfile as soon as practicable, at and in any event within 90 days of the earliest possible datereceipt of such request, the a registration statement under the Securities ActAct covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationsRegistration.” The Company shall not be obligated to effect effect, or to take any action to effect, more than two (2) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, a Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Long-Form Registrations. (a) 2.1.1 Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the consummation closing of the initial Public Offering of the Common StockIPO, each Stockholder, Holder may request registration under the Securities Act on Form S-1 S-11 or any similar long-form registration statement Registration Statement for the offering of all or part of its then outstanding Registrable Securities; provided, that with respect to any requests under this clause (a)Section 2.1.1, (A) the anticipated aggregate offering price amount of the Registrable Securities covered by such registration exceeds Registration Statement shall exceed $750,000,000 12,500,000 (or $500,000,000 in the case net of a demand pursuant to Section 2.1(a)(i) aboveunderwriting discounts and commissions); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) 2.1.2 Within ten (10) days after receipt of any written request pursuant to this Section 2.12.1.1, the Company Trust will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company Trust has received written requests for inclusion within thirty (30) days after delivery of the CompanyTrust’s notice, and, thereupon the Company Trust will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 2.1.1 are referred to herein as “Long-Form Demand Registrations.” The Company ” 2.1.3 Notwithstanding the foregoing provisions of this Section 2.1, (a) the Trust shall not be obligated to effect a Long-Form Demand Registration at any time when the Trust is eligible at the time of the request to file a Registration Statement on an appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor thereof, and (b) the Trust shall not be obligated to effect more than two (2) Long-Form Demand Registrations for each Stockholder all Holders in the aggregate pursuant to this Section 2.12.1.1.

Long-Form Registrations. (a) Subject to the terms of this Agreement, the holders of at least thirty-three percent (i33%) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Datethen outstanding Registrable Shares may, at any time during the period between the day after the fourth earlier of (4thi) the first anniversary of the Effective Date date hereof and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the consummation after an initial public offering of the initial Public Offering of Corporation’s securities under the Common StockSecurities Act, each Stockholder, may request registration (which may include a shelf registration) under the Securities Act of all or part of their Registrable Shares on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securities; provided, that with respect to any requests under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) registration. Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company Corporation will give written notice of such request to all other holders of Registrable Securities Shares and will use its reasonable best efforts to include in such registration all Registrable Securities Shares with respect to which the Company Corporation has received written requests for inclusion within thirty fifteen (3015) days after delivery of the CompanyCorporation’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” The Company shall not be Corporation is obligated to effect no more than two (2) Long-Form Demand Registrations for each Stockholder unless the Corporation is unable to use a Form S-3 (or any similar short form registration) at any time after the Corporation would otherwise be eligible to use a Form S-3 (or any similar short form registration) because (i) the Corporation has not filed all of the material to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act for a period of at least twelve (12) calendar months immediately preceding the date the requested registration statement would be filed in accordance with this Agreement; (ii) the Corporation has not filed in a timely manner all reports required to be filed during the twelve (12) calendar months and portion of a month immediately preceding the date the requested registration statement would be filed in accordance with this Agreement; (iii) if the Corporation has used (during the twelve (12) calendar months and any portion of a month immediately preceding the date the requested registration statement would be filed in accordance with this Agreement) Rule 12b-25(b) of the Exchange Act with respect to a report or a portion of a report, the Corporation failed to file that report or portion thereof within the time period prescribed by such rule, or (iv) the Corporation or any of its subsidiaries, since the end of the last fiscal year for which certified financial statements thereof were included in a report filed pursuant to Section 2.113(a) or 15(d) of the Exchange Act (A) failed to pay any dividend or sinking fund installment on preferred stock of the Corporation or (B) defaulted on (I) any installment or installments on indebtedness for borrowed money or (II) on any rental on one or more long-term leases, which defaults in the aggregate are material to the financial position of the Corporation and its subsidiaries, taken as a whole.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) 180 days following the consummation effective date of a Qualified IPO or the Company becoming Public (as a result of the initial Public Offering Merger or otherwise), the holders of at least a majority of the Common Stock, each Stockholder, Series A Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Series A Registrable Securities on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securitiesregistration; provided, that with respect to any requests demands under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 2,000,000 (or $500,000,000 in the case net of a demand pursuant to Section 2.1(a)(i) aboveunderwriting discounts and commissions); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effectfile as soon as practicable, at and in any event within 90 days of the earliest possible datereceipt of such request, the a registration statement under the Securities ActAct covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationsRegistration.” The Company shall not be obligated to effect effect, or to take any action to effect, more than two one (21) Long-Form Demand Registrations for each Stockholder Registration pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, any Long-Form Demand Registration during (i) the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 4 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and (ii) the 180-day period following the Company being Public (as a result of the Merger or otherwise).

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject The holders of Investor Registrable Securities shall be entitled to request four Long-Form Registrations pursuant to Section 4.5 below, in 1(a)(i) (of which one such Long-Form Registration shall be exercisable at the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary request of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary holders of a majority of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the consummation of the initial Public Offering of the Common Stock, each Stockholder, may request registration under the Securities Act on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Chemical Registrable Securities; provided, provided that with respect to the Common Stock is then publicly traded on any requests under this clause (anational securities exchange or quoted on the NASDAQ System), (A) and the anticipated aggregate Company shall pay all Registration Expenses in connection therewith; provided that the gross proceeds payable to the holders requesting such registration from any such offering price shall equal at least $10,000,000 or the holders requesting such registration shall have requested registration of at least one-third of their Registrable Securities. A registration shall not count as one of the four permitted Long-Form Registrations until it has become effective, and no registration shall count as one of the four permitted Long-Form Registrations unless the holders of Investor Registrable Securities are able to register and sell at least 80% of the Registrable Securities covered by included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration exceeds $750,000,000 (or $500,000,000 in the case of a demand initiated pursuant to Section 2.1(a)(i1(a)(i) above); (B) the Company is as a Long-Form Registration whether or not eligible at the time it has become effective and whether or not such registration has counted as one of the request permitted Long-Form Registrations. All Long-Form Registrations initiated pursuant to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (CSection 1(a)(i) the Stockholder making the request is (or will shall be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreementunderwritten registrations. (bii) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other The holders of S&N Registrable Securities and will use its reasonable best efforts shall be entitled to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “request one Long-Form Demand Registrations.” The Registration pursuant to Section 1(a)(ii) and the Company shall pay all Registration Expenses in connection therewith. A registration shall not be obligated to effect more than two (2) count as the Long-Form Demand Registrations for each Stockholder Registration pursuant to Section 1(a)(ii) and this Section 2.11(b)(ii) until it has become effective, and unless the holders of S&N Registrable Securities are able to register and sell at least 80% of the S&N Registrable Securities included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated pursuant to Section 1(a)(ii) as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as the Long-Form Registration. A Long-Form Registration initiated pursuant to Section 1(a)(ii) shall be an underwritten registration.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days year following the consummation of the initial Public Offering of the Common Stock, each Stockholder, may the Stockholders shall be entitled to request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securitiesstatement; provided, however, that with respect to any requests request under this clause Section 2.1(a): (a), (Ai) the anticipated aggregate offering price amount of the Registrable Securities covered by such registration exceeds shall exceed $750,000,000 (or $500,000,000 in the case net of a demand pursuant to Section 2.1(a)(i) aboveunderwriting discounts and commissions); (Bii) the Company is shall not otherwise be eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and by the requesting Stockholders; (Ciii) the Stockholder making the request is (or will be requesting Stockholders shall, at the anticipated time of effectiveness of such registration statement, be permitted under the applicable Other Agreements to sell the Common Stock to be registered pursuant to the applicable registration statement; and (iv) permitted to sell Common Stock the Company shall not be prohibited under Sections 3(b) and/or 3(c) of the Stockholders Agreement2007 Registration Rights Agreement from filing such registration statement. (b) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and holders of securities registrable under the 2007 Registration Rights Agreement (to the extent such agreement remains in effect) (the “Other Registrable Securities”) and will use its reasonable best efforts to include in such registration all Registrable Securities (and Other Registrable Securities properly requested by the holders thereof to be included in such registration) with respect to which the Company has received written requests for inclusion within thirty twenty (3020) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations A registration requested pursuant to this Section 2.1 are is referred to herein as a “Long-Form Demand RegistrationsRegistration.” The Company shall not be obligated to effect more than two one (21) Long-Form Demand Registrations Registration for each Stockholder the Stockholders pursuant to this Section 2.1.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) At any time following the IPO, subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary any lock-up requirements of the Effective DateCompany’s underwriters, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the consummation of the initial Public Offering of the Common Stock, each Stockholder, may Investor shall be entitled to request registration under the Securities Act of all or part of its Registrable Securities, the anticipated aggregate offering price of which, net of underwriting discounts and commissions, exceeds $25,000,000, on Form S-1 or any similar longlong form-form registration. (ii) If the Company (or its successor) shall receive from the Investor a written request that the Company effect any registration statement for the offering of all or part of its then outstanding Registrable Securities; provided, that with respect pursuant to any requests under this clause (aSection 8.2(a)(i), the Company (or its successor) will (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days of receipt thereof deliver written notice of the proposed registration to any other holder of Registrable Securities; and (B) as soon as reasonably practicable, use its reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder(s) of Registrable Securities joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” ; (iii) The Company shall not be obligated to take any action to effect more than any such registration pursuant to this Section 8.2(a): (A) prior to the termination of the Lock-up Period for the IPO; (B) after the Company has effected two (2) Long-Form Demand Registrations for each Stockholder such registrations pursuant to this Section 2.18.2(a), such registrations have been declared or ordered effective, and kept effective by the Company as required by Section 8.4(a); (C) during the period starting with the date the Investor has requested a registration under Section 8.2 hereof, and ending on a date one hundred and eighty (180) days after the effective date of such registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) during a Registration Blackout Period; or (E) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act. The registration statement filed pursuant to the request of the Investor may, subject to the provisions of Sections 8.2(c)(ii) and Section 8.11 hereof, include other securities of the Company with respect to which registration rights have been granted, and may include securities being sold for the account of the Company.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after the earlier to occur of (i) subject to Section 4.5 belowJuly 21, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date 2007 or (ii) at any time at least one hundred eighty (180) 180 days following the consummation of the initial Public Offering of the Common StockCompany’s common equity, each Stockholderthe holders of at least a majority of the Series A/B Registrable Securities and the Warrant Registrable Securities, taken together, may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Series A/B Registrable Securities and the Warrant Registrable Securities on Form S-1 or S-2 or any similar long-form registration. (b) Subject to the terms of this Agreement, commencing at anytime following the 180th day after initial Public Offering of the Company’s common equity, the holders of at least forty percent (40%), in each case, calculated on a fully-diluted basis, of either the Series C Registrable Securities or the Series D Registrable Securities may request registration statement for under the offering Securities Act of all or part of its their then outstanding Registrable SecuritiesSecurities on Form S-1 or S-2 or any similar long-form registration; provided, that with respect to any requests demands under this clause (a), (Ab) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement25,000,000. (bc) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” The Company shall not be obligated to effect more than two five (25) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.12.1 (three (3) of which shall be allocated to the holders of the Series A/B Registrable Securities and Warrant Registrable Securities, one (1) of which shall be allocated to the holders of Series C Registrable Securities, and one (1) of which shall be allocated to the holders of Series D Registrable Securities).

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) 180 days following the consummation effective date of an initial public offering of the initial Public Offering Company’s securities (an “IPO”), the holders of at least a majority of the Common Stock, each Stockholder, Preferred Stock Registrable Securities may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Preferred Stock Registrable Securities on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securitiesregistration; provided, that with respect to any requests demands under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 20,000,000 (or $500,000,000 in the case net of a demand pursuant to Section 2.1(a)(i) aboveunderwriting discounts and commissions); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) 20 days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effectfile as soon as practicable, at and in any event within 90 days of the earliest possible datereceipt of such request, the a registration statement under the Securities ActAct covering all Registrable Securities requested to be included in such registration. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationsRegistration.” The Company shall not be obligated to effect effect, or to take any action to effect, more than two (2) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.1. In addition, the Company shall not be obligated to effect, or to take any action to effect, any Long-Form Demand Registration during the period starting with the date 90 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 90 days after the effective date of, a registration subject to Section 3 hereof, unless such offering is the Company’s Qualified IPO, in which case, ending on a date 180 days after the effective date of such registration subject to Section 3 hereof; provided, that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary holders of at least 50.1% of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time at least one hundred eighty (180) days following the consummation of the initial Public Offering of the Common Stock, each Stockholder, may request registration under the Securities Act on Form S-1 or any similar long-form registration statement for the offering of all or part of its then outstanding Registrable Securities; provided, that with respect to any requests under this clause (a), (A) the anticipated aggregate offering price of the Series D Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted entitled to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of any written request pursuant up to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” The Company shall not be obligated to effect more than two (2) Long-Form Demand Registrations for each Stockholder in which the Company will pay all Registration Expenses, (ii) the holders of at least 50.1% of the NBIC Registrable Securities will be entitled to request up to one (1) Long-Form Registration in which the Company will pay all Registration Expenses and (iii) the holders of at least 50.1% of the Existing Investor Registrable Securities will be entitled to request up to one (1) Long-Form Registration in which the Company will pay all Registration Expenses, provided, that if the Company has not consummated an IPO prior to January 28, 2003, the holders of at least 50.1% of the NBIC Registrable Securities will be entitled to request one (1) additional Long-Form Registration in which the Company will pay all Registration Expenses; provided, further, that such right to make an additional Long-Form Registration in accordance with this sentence shall terminate upon the earlier to occur of (i) the date on which NBIC and its Permitted Transferees cease to own, in the aggregate, at least 50% of the number of shares of Common Stock (as adjusted to reflect any stock splits, reverse stock splits, stock dividends, combinations, reclassifications or the like) purchased by NBIC pursuant to this Section 2.1the Stock Purchase Agreement, dated as of January 28, 2000, between NBIC and the Company, and (ii) the consummation of an IPO. A registration will not count as a permitted Long-Form Registration until it has become effective and unless the holders of Series D Registrable Securities, NBIC Registrable Securities, or Existing Investor Registrable Securities, as the case may be, are able to register and sell at least 90% of the Registrable Securities that the holders of Series D Registrable Securities, NBIC Registrable Securities, or Existing Investor Registrable Securities, as the case may be, have requested to be included in such registration; provided, further, that a registration will be deemed to be effective if the failure of holders to sell Registrable Securities is directly caused by reason of a failure on the part of such holders and provided that the period of effectiveness of a Long-Form Registration need not exceed 180 days.

Long-Form Registrations. (a) Subject to the terms of this Agreement, (i) subject to Section 4.5 below, at any time after the expiration of the IPO Lock-Up Period or (ii) in the event that the Company has not consummated an initial Public Offering prior to the fourth fifth (4th5th) anniversary of the Effective Date, at any time during after such date, the period between Pritzker Stockholders (upon the day after the fourth (4th) anniversary written request of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at any time Pritzker Stockholders holding at least one hundred eighty (180a majority of all Registrable Securities held by all Pritzker Stockholders) days following or the consummation of the initial Public Offering of the Common Stock, each Stockholder, MDP Stockholders may request registration under the Securities Act on Form S-1 or any similar long-form registration statement for the offering of all or part of its their then outstanding Registrable Securities; provided, that with respect to any requests request under this clause (a), Section 2.1(a): (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds at the time of the initial filing of any such registration statement is estimated to exceed $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above)100,000,000; (B) the Company is shall not otherwise be eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities Securities; and (C) the Stockholder making the request is (or sale of Registrable Securities covered by such registration will be at the anticipated time of effectiveness of the applicable registration statement) permitted pursuant to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreementan underwritten offering. (b) Each request for a Demand Registration (defined below) shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities (in accordance with the priorities set forth in Section 2.4 below) with respect to which the Company has received written requests for inclusion within thirty twenty (3020) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” The Company shall not be obligated to effect more than two (2) Long-Form Demand Registrations for each Stockholder the Pritzker Stockholders and two (2) Long-Form Demand Registrations for the MDP Stockholders pursuant to this Section 2.1.

Long-Form Registrations. (a) Subject to the terms of this Agreement, at any time after the earlier to occur of (i) subject to Section 4.5 belowJuly 21, in the event that the Company has not consummated an initial Public Offering prior to the fourth (4th) anniversary of the Effective Date, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date 2007 or (ii) at any time at least one hundred eighty (180) 180 days following the consummation of the initial Public Offering of the Common StockCompany’s common equity, each Stockholderthe holders of at least a majority of the Series A/B Registrable Securities and the Warrant Registrable Securities, taken together, may request registration under the Securities Act of all or part of their then outstanding Registrable Securities represented by such Series A/B Registrable Securities and the Warrant Registrable Securities on Form S-1 or S-2 or any similar long-form registration. (b) Subject to the terms of this Agreement, commencing at anytime following the 180th day after initial Public Offering of the Company’s common equity, the holders of at least forty percent (40%), in each case, calculated on a fully-diluted basis, of either the Series C Registrable Securities or the Series D Registrable Securities may request registration statement for under the offering Securities Act of all or part of its their then outstanding Registrable SecuritiesSecurities on Form S-1 or S-2 or any similar long-form registration; provided, that with respect to any requests demands under this clause (a), (Ab) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement25,000,000. (bc) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities ActAct . All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand Registrations.” The Company shall not be obligated to effect more than two five (25) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.12.1 (three (3) of which shall be allocated to the holders of the Series A/B Registrable Securities and Warrant Registrable Securities, one (1) of which shall be allocated to the holders of Series C Registrable Securities, and one (1) of which shall be allocated to the holders of Series D Registrable Securities).

Long-Form Registrations. EGI (aor any affiliates, successor, assign or transferee of EGI) Subject and Perseus-Soros Biopharmaceutical Fund, L.P. ("PSBF") shall each be entitled to ▇▇▇▇▇st up to two Long-Form Registrations, Marquette Venture Partners III, L.P. ("Marquette Investor") (or any successor, assign or transferee of Marquette Investor), Tullis-Dickerson and Merrill Lynch Ventures L.P. 2001 ("Merrill Lynch") (▇▇▇▇▇▇▇▇▇▇▇▇, the "▇▇▇▇▇▇i▇▇ ▇▇onsors") shall each be ▇▇▇▇▇▇e▇ ▇▇ request one Long-Form Registration and Talon Opportunity Fund, L.P. ("Talon") shall be entitled to request one Long-Form Registration and the holders of not less than 1,081,031 shares of Registrable Securities issued pursuant to the terms Series A Preferred Stock Purchase Agreement dated as of this AgreementNovember 30, 2000 other than Talon shall be entitled to one Long-Form Registration. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective, and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the aggregate Registrable Securities requested to be included in such registration; provided however, any Registrable Securities that could otherwise have been sold pursuant to an effective Long-Form Registration but are voluntarily withdrawn from such registration (other than a withdrawal based on or in connection with (i) subject to Section 4.5 below, in the event that material adverse information concerning the Company has of which such holders were not consummated an initial Public Offering prior to aware at the fourth (4th) anniversary time of the Effective Datesuch request, at any time during the period between the day after the fourth (4th) anniversary of the Effective Date and the fifth (5th) anniversary of the Effective Date or (ii) at the interference of a registration statement related to such offer, sale or distribution of Registrable Securities by any time at least one hundred eighty (180) days following the consummation stop order, injunction or other order or requirement of the initial Public Offering SEC or other governmental agency or court for any reason or (iii) in connection with an event contemplated by Section 4(b)), shall be deemed, for the purpose of Section 8(a) below, as having been sold under an effective registration. The Company shall pay all Registration Expenses in connection with any registration initiated as one of the Common Stock, each Stockholder, may request Long-Form Registrations whether or not it has become effective and whether or not such registration under has counted as one of the Securities Act on permitted Long-Form S-1 or any similar longRegistrations. All Long-form registration statement Form Registrations shall be underwritten registrations. The Company agrees to use its best efforts to keep the Long-Form Registration continuously effective for the offering lesser of 180 days or until all or part of its then outstanding Registrable Securities; provided, that with respect to any requests under this clause (a), (A) the anticipated aggregate offering price of the Registrable Securities covered by such registration exceeds $750,000,000 (or $500,000,000 in the case of a demand pursuant to Section 2.1(a)(i) above); (B) the Company is not eligible at the time of the request to file a registration statement on Form S-3 or any similar short form registration statement for the re-sale by a Stockholder of Registrable Securities and (C) the Stockholder making the request is (or will be at the anticipated time of effectiveness of the applicable registration statement) permitted to sell Common Stock under Sections 3(b) and/or 3(c) of the Stockholders Agreement. (b) Within ten (10) days after receipt of any written request pursuant to this Section 2.1, the Company will give written notice of such request to all other holders of Registrable Securities and will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after delivery of the Company’s notice, and, thereupon the Company will use its reasonable best efforts to effect, at the earliest possible date, the registration under the Securities Act. All registrations requested pursuant to this Section 2.1 are referred to herein as “Long-Form Demand RegistrationsRegistration have been sold.” The Company shall not be obligated to effect more than two (2) Long-Form Demand Registrations for each Stockholder pursuant to this Section 2.1.