Common use of Termination of the Repurchase Right Clause in Contracts

Termination of the Repurchase Right. (a) The Repurchase Right provided for in Section 5.1 shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to the Restricted Shares one-third on the Anniversary Date of this Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall accordingly be deemed to be vested; provided, however, that if on any date on which the Restricted Shares would otherwise vest, Owner would be in violation of (i) the provisions of Section 4.4 hereof or any similar lock-up agreement; (ii) Company policy as to sale of securities by directors or (iii) Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any similar or successor law or regulation applicable to the Company or its successor) were Owner to sell any of the Restricted Shares, then in each such case, the foregoing vesting date shall be delayed until the first date on which Owner would no longer be in violation of the applicable provision or provisions. It is acknowledged that no such delay would be required to the extent an effective Rule 10b5-1 trading plan or other effective legal device is in effect on a vesting date and has the effect of vitiating the potential violation referred to in clause (iii) above. All Restricted Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) the market stand-off provisions of Section 4.4. Notwithstanding the above, in no event will the Restricted Shares be deemed to be vested if at the time the Repurchase Right lapses, the Restricted Shares are not then traded on National Securities Exchange (as defined in the Exchange Act) or the Toronto Stock Exchange; provided, however, that the restriction in this sentence shall cease to apply upon the first Anniversary on which the relevant Repurchase Right would have lapsed (or such earlier time as the Restricted Shares shall have been so listed), subject in each case to the provisions of clauses (i) through (iii) of this Section 5.3(a). (b) The Repurchase Right shall also terminate immediately prior to the consummation of a Change in Control. “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) not presently in possession of such beneficial ownership is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty (20%) or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

Termination of the Repurchase Right. (a) The Repurchase Right provided for in Section 5.1 shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.25.2 above. In addition, the Repurchase Right shall terminate, and cease to be exercisable, terminate with respect to the Restricted any and all Shares one-third on the Anniversary Date of this Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall accordingly be deemed to be vested; provided, however, that if on any date on which the Restricted Shares would otherwise vest, Owner would be in violation of Stockholder vests (i) in accordance with the schedule set forth in Section 5.3(b) below or (ii) pursuant to any applicable vesting acceleration event as provided in Section 5.6 below. Accordingly, provided the Stockholder continues to be a Service Provider to the Company, the Stockholder shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Shares in accordance with the vesting schedule set forth in Section 5.3(b) below (and, as applicable, the accelerated vesting provisions of Section 4.4 hereof or any similar lock-up agreement; 5.6 below). (iib) Measured from the effective time of the combination (through a subsidiary merger) of the Company policy (formerly known as to sale of securities by directors or (iiiReceptor Pharmaceuticals, Inc.) Rule 10b-5 promulgated under the Securities Exchange Act of 1934and Apoptos, as amended Inc. (the “Exchange ActVesting Measurement Date”), the Stockholder shall acquire a vested interest in the Shares, and the Repurchase Right shall lapse as to the Shares, as follows (so long as the Stockholder continues to be a Service Provider to the Company): (1) twenty-five percent (25%) of the total Shares (i.e., One Hundred Twenty-Five Thousand (125,000) shares of Common Stock) shall vest on the first (1st) anniversary of the Vesting Measurement Date; and (2) 1 48th of the total Time-Based Shares shall vest on the same day of each successive month after the first (1st) anniversary of the Vesting Measurement Date such that one hundred percent (100%) of the Time-Based Shares will have become vested (assuming the Stockholder continues to be a Service Provider) as of the fourth (4th) anniversary of the Vesting Measurement Date. (c) Notwithstanding the foregoing provisions of Section 5.3(b) above (or any similar or successor law or regulation applicable to the Company or its successor) were Owner to sell any of the Restricted SharesSection 5.6 below), then in each such case, the foregoing vesting date shall be delayed until the first date on which Owner would no longer be in violation of the applicable provision or provisions. It is acknowledged that no such delay would be required to the extent an effective Rule 10b5-1 trading plan or other effective legal device is in effect on a vesting date and has the effect of vitiating the potential violation referred to in clause (iii) above. All Restricted all Shares as to which the Repurchase Right lapses shall, however, shall continue to be subject to (i) the market stand-off provisions of Section 4.4. Notwithstanding the above, in no event will the Restricted Shares be deemed to be vested if at the time the Repurchase Right lapses, the Restricted Shares are not then traded on National Securities Exchange (as defined in the Exchange Act) or the Toronto Stock Exchange; provided, however, that the restriction in this sentence shall cease to apply upon the first Anniversary on which the relevant Repurchase Right would have lapsed (or such earlier time as the Restricted Shares shall have been so listed), subject in each case to the provisions of clauses (i) through (iii) of this Section 5.3(a). (b) The Repurchase Right shall also terminate immediately prior to the consummation of a Change in Control. “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) 3.3 above and 14(d) of the Exchange Act) not presently in possession of such beneficial ownership is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty (20%) or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote Right of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the BoardFirst Refusal.

Termination of the Repurchase Right. (a) The Repurchase Right provided for in Section 5.1 shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section paragraph 5.2. In addition, the Repurchase Right as to certain Unvested Shares shall terminate, and cease to be exercisable, with respect solely to the Restricted Shares one-third extent set forth below, on the Anniversary Date of this Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall accordingly be deemed earliest to be vested; provided, however, that if on any date on which the Restricted Shares would otherwise vest, Owner would be in violation occur of (i) the provisions occurrence of Section 4.4 hereof or any similar lock-up agreement; Acceleration Event, (ii) Company policy as to sale upon the occurrence of securities by directors either of the Corporate Transactions defined in Section 5.6 hereof, or (iii) Rule 10b-5 promulgated under with respect to any and all Shares in which the Securities Exchange Act of 1934Purchaser vests in accordance with the schedule set forth in this Section 5.3. Accordingly, as, and provided that, the Purchaser continues in continuous Service, as amended (defined above, or upon the “Exchange Act”) (or occurrence of any similar or successor law or regulation applicable Corporate Transaction, the Purchaser shall acquire a vested interest in, and the Repurchase Right as to the Company or its successor) were Owner to sell any of the Restricted certain Unvested Shares, then in each such case, the foregoing vesting date shall be delayed until the first date on which Owner would no longer be in violation of the applicable provision or provisions. It is acknowledged that no such delay would be required solely to the extent set forth below, shall lapse with respect to, the Shares as follows: (a) the Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Shares in forty-eight equal and continuous monthly installments for each monthly period of continuous service from December 13, 1999 for the forty-eight months following the December 13, 1999 such that the Purchaser shall be fully vested in all Shares after four full years of continuous service completed by the Purchaser following December 13, 1999. (b) So long as the Company's Repurchase Right remains in effect, one hundred percent (100%) of the then Unvested Shares of the Purchaser shall vest immediately and the Repurchase Right shall lapse with respect to such one hundred percent (100%) of the Unvested Shares if the Purchaser dies or has a Disability (as defined below) (each, an effective Rule 10b5-1 trading plan "Acceleration Event"). For the purposes of this Agreement, Purchaser shall have a "Disability" when the Board has reasonably determined that Purchaser has become unable to perform substantially his services and duties because of any physical or other effective legal device mental injury or disability, and that it is in effect on a vesting date reasonably likely that he will not be able to resume substantially performing his services and has duties with the effect of vitiating the potential violation referred to in clause (iii) aboveCompany. All Restricted Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) the First Refusal Right until the lapse of such First Refusal Right, the market stand-off provisions of Section 4.4. Notwithstanding paragraph 4.4 and the above, in no event will the Restricted Shares be deemed to be vested if at the time the Repurchase Right lapses, the Restricted Shares are not then traded on National Securities Exchange (as defined in the Exchange Act) or the Toronto Stock Exchange; provided, however, that the restriction in this sentence shall cease to apply upon the first Anniversary on which the relevant Repurchase Right would have lapsed (or such earlier time as the Restricted Shares shall have been so listed), subject in each case to the provisions of clauses (i) through (iii) of this Section 5.3(a)Special Purchase Rights set forth under Article VIII. (b) The Repurchase Right shall also terminate immediately prior to the consummation of a Change in Control. “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) not presently in possession of such beneficial ownership is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty (20%) or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

Termination of the Repurchase Right. (a) The Repurchase Right provided for in Section 5.1 shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to the Restricted Shares one-third on upon the Anniversary Date Company (or a successor in interest) conducting an initial public offering of this Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall accordingly be deemed to be vestedits shares; provided, however, that if on any date on which the Restricted Shares would otherwise vest, Owner would be in violation of (i) the provisions of Section 4.4 hereof or any similar lock-up agreement; (ii) Company policy as to sale of securities by directors or (iii) Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any similar or successor law or regulation applicable to the Company or its successor) were Owner to sell any of the Restricted Shares, then in each such case, the foregoing vesting date shall be delayed until the first date on which Owner would no longer be in violation of the applicable provision or provisions. It is acknowledged that no such delay would be required to the extent an effective Rule 10b5-1 trading plan or other effective legal device is in effect on a vesting date and has the effect of vitiating the potential violation referred to in clause (iii) above. All Restricted Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) the market stand-off provisions of Section 4.4. Notwithstanding the above, in no event will the Restricted Shares be deemed to be vested if at the time the Repurchase Right lapses, the Restricted Shares are not then traded on National Securities Exchange (as defined in the Exchange Act) or the Toronto Stock Exchange; provided, however, that the restriction in this sentence shall cease to apply upon the first Anniversary on which the relevant Repurchase Right would have lapsed (or such earlier time as the Restricted Shares shall have been so listed), subject in each case to the provisions of clauses (i) through (iii) of this Section 5.3(a). (b) The Repurchase Right shall also terminate immediately prior to the consummation of a Change in Control. “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) not presently in possession of such beneficial ownership is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty (20%) or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

Termination of the Repurchase Right. (a) The Repurchase Right provided for in Section 5.1 shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section paragraph 5.2. In addition, the Repurchase Right as to certain Unvested Shares shall terminate, and cease to be exercisable, solely to the extent set forth below, on the earliest to occur of (i) upon the occurrence of either of the Corporate Transactions defined in Section 5.6 hereof, or (ii) with respect to any and all Shares in which the Purchaser vests in accordance with the schedule set forth in this Section 5.3. Accordingly, as, and provided that, the Purchaser continues in continuous Service, as defined above, or upon the occurrence of any Corporate Transaction, the Purchaser shall acquire a vested interest in, and the Repurchase Right as to certain Unvested Shares, solely to the extent set forth below, shall lapse with respect to, the Shares as follows: the Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, fifty percent (50%) of the Shares upon the first issuance by the Company of its Series A Preferred Stock (the "First Closing"), and with respect to the Restricted Shares one-third on the Anniversary Date of this Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall accordingly be deemed to be vested; provided, however, that if on any date on which the Restricted Shares would otherwise vest, Owner would be in violation of (i) the provisions of Section 4.4 hereof or any similar lock-up agreement; (ii) Company policy as to sale of securities by directors or (iii) Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any similar or successor law or regulation applicable to the Company or its successor) were Owner to sell any remainder of the Restricted SharesShares in thirty-six equal and continuous monthly installments for each monthly period of continuous service from the date hereof for the thirty-six months following the date hereof, then in each such casethat, if the First Closing shall have occurred, the foregoing vesting date Purchaser shall be delayed until fully vested in all Shares after three full years of continuous service completed by the first Purchaser following the date on which Owner would no longer be in violation of the applicable provision or provisions. It is acknowledged that no such delay would be required to the extent an effective Rule 10b5-1 trading plan or other effective legal device is in effect on a vesting date and has the effect of vitiating the potential violation referred to in clause (iii) abovehereof. All Restricted Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) the First Refusal Right until the lapse of such First Refusal Right, the market stand-off provisions of Section 4.4. Notwithstanding paragraph 4.4 and the above, in no event will the Restricted Shares be deemed to be vested if at the time the Repurchase Right lapses, the Restricted Shares are not then traded on National Securities Exchange (as defined in the Exchange Act) or the Toronto Stock Exchange; provided, however, that the restriction in this sentence shall cease to apply upon the first Anniversary on which the relevant Repurchase Right would have lapsed (or such earlier time as the Restricted Shares shall have been so listed), subject in each case to the provisions of clauses (i) through (iii) of this Section 5.3(a)Special Purchase Rights set forth under Article VIII. (b) The Repurchase Right shall also terminate immediately prior to the consummation of a Change in Control. “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) not presently in possession of such beneficial ownership is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty (20%) or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

Termination of the Repurchase Right. (a) The Repurchase Right provided for in Section 5.1 shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 5.24.2. In addition, the Repurchase Right shall terminate, and cease to be exercisable, with respect to the Restricted any and all Purchased Shares one-third on the Anniversary Date of this Agreement in each of 2008, 2009, and 2010, and such Restricted Shares shall accordingly be deemed to be vested; provided, however, that if on any date on which the Restricted Shares would otherwise vestPurchaser vests in accordance with the schedule below. Accordingly, Owner would be in violation of provided (i) the provisions Purchaser continues to be an employee of Section 4.4 hereof the Corporation, or any similar lock-up agreement; (ii) Company policy as the Purchasers termination constitutes Termination with Good Reason and, from and after the first anniversary of the date of such Termination with Good Reason, the Purchaser is not engaged in Competitive Activity, then the Purchaser shall acquire a vested interest in, and the Repurchase Right shall lapse with respect to, the Purchased Shares in accordance with the following, provisions: (i) The Purchaser shall acquire a vested interest in, and no Repurchase Right shall attach to, twenty-five percent (25%) of the Purchased Shares on the date of the Initial Closing of the Series A Stock Purchase Agreement to sale of securities by directors or (iii) Rule 10b-5 promulgated under which Purchaser and the Securities Exchange Act of 1934, as amended Corporation are parties (the “Exchange Act”"Vesting Measurement Date"). (ii) (or any similar or successor law or regulation applicable to From and after the Company or its successor) were Owner to sell any of the Restricted Shares, then in each such caseVesting Measurement, the foregoing vesting date Purchaser shall be delayed until acquire a vested interest in, and the first date on which Owner would no longer be Repurchase Right shall lapse with respect to, the remaining Purchased Shares in violation a series of the applicable provision or provisions. It is acknowledged that no such delay would be required to the extent an effective Rule 10b5thirty-1 trading plan or other effective legal device is in effect on a vesting date and has the effect of vitiating the potential violation referred to in clause six equal successive monthly installments. (iiib) above. All Restricted Purchased Shares as to which the Repurchase Right lapses shall, however, continue to be subject to (i) any rights of the market stand-off provisions of Section 4.4. Notwithstanding Corporation or any other party under the above, in no event will Related Agreements or other agreements between the Restricted Shares be deemed Corporation and the Purchaser and may continue to be vested if at the time the Repurchase Right lapses, the Restricted Shares are not then traded on National Securities Exchange (as defined in the Exchange Act) or the Toronto Stock Exchange; provided, however, that the restriction in this sentence shall cease to apply upon the first Anniversary on which the relevant Repurchase Right would have lapsed (or such earlier time as the Restricted Shares shall have been so listed), subject in each case to the provisions of clauses (i) through (iii) of this Section 5.3(a). (b) The Repurchase Right shall also terminate immediately prior to the consummation of a Change in Control. “Change in Control” shall mean a change in control resale restrictions under Rule 144 of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) promulgated under the Exchange 1933 Act, whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) not presently in possession of such beneficial ownership is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty (20%) or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.