Transfer Restrictions. Any transfer or sale of the Shares is subject to restrictions on transfer imposed by any applicable state and federal securities laws. Any Transfer or attempted Transfer of any of the Shares not in accordance with the terms of this Agreement, including the Right of First Refusal provided in this Agreement, shall be void and the Company may enforce the terms of this Agreement by stop-transfer instructions or similar actions by the Company and its agents or designees.

Transfer Restrictions. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the Plan or the applicable Award agreement. Certificates, or other evidence of ownership, issued in respect of Shares of Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. After the lapse of the restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates, or other evidence of ownership, to the Participant or the Participant's legal representative.

Transfer Restrictions. None of the Award Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Participant, except in accordance with the terms of the Plan.

TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units.

TRANSFER RESTRICTIONS. The rights and obligations of the Company and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

Technology Transfer. The Parties expressly agree that they shall work together to transfer the Manufacturing Process to the Facility, including implementing the technology transfer plan set forth in Project Plan. Customer shall fully support such technology transfer as reasonably requested by Lonza. Customer shall (by such date as agreed between the Parties) supply to Lonza all such Customer Information, Customer Supplied Raw Materials, Customer Product Components and other information or materials that are listed in each Project Plan and may be reasonably required by Lonza to perform the Services. Lonza shall not be responsible for any delays arising out of Customer’s failure to provide such Customer Information, Customer Supplied Raw Materials, Customer Product Components and/or other information and/or materials reasonably required to perform the Services to Lonza.

Transfer Premium. If ​ consents to a Transfer, as a condition thereto which the parties hereby agree is reasonable, ​ shall pay to ​ fifty percent (50%) of any “Transfer Premium,” as that term is defined in this Section 14.3, received by ​ from such Transferee. “Transfer Premium” shall mean all rent, additional rent or other consideration payable by such Transferee in connection with the Transfer and related to the value of ​’s leasehold interest in excess of the Rent and Additional Rent payable by ​ under this Lease during the term of the Transfer on a per rentable square foot basis if less than all of the Premises is transferred, after deducting the reasonable expenses incurred by ​ for # any changes, alterations and improvements (including demising costs) to the Premises (or allowances in lieu thereof), in connection with the Transfer (or any improvement allowance provided to the Transferee by ​), # any free base rent reasonably provided to the Transferee in connection with the Transfer (provided that such free rent shall be deducted only to the extent the same is included in the calculation of total consideration payable by such Transferee), and # any brokerage commissions in connection with the Transfer, # legal fees reasonably incurred in connection with the Transfer and # the market value of any furniture, fixtures or equipment provided to the Transferee at no cost as part of the Transfer (collectively, “​’s Subleasing Costs”). “Transfer Premium” shall also include, but not be limited to, key money, bonus money or other cash consideration paid by Transferee to ​ in connection with such Transfer, and any payment in excess of fair market value for services rendered by ​ to Transferee or for assets, fixtures, inventory, equipment, or furniture transferred by ​ to Transferee in connection with such Transfer. The determination of the amount of ​’s applicable share of the Transfer Premium shall be made on a monthly basis as rent or other consideration is received by ​ under the Transfer. For purposes of calculating the Transfer Premium on a

The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this Agreement and the Registration Rights Agreement.

No Transfer. The PSUs granted hereunder may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated by the Employee other than by will or by the laws of descent and distribution, and any such purported sale, transfer, pledge, assignment or encumbrance, alienation or hypothecation shall be void and unenforceable against the Company and its Subsidiaries.

Transfer Restrictions. The Securities are subject to the restrictions on transfer. Accordingly, no transfer of any of the Securities is permitted unless such transfer complies with the transfer restrictions provided for herein or under the Securities Act or other applicable securities laws. In addition, any certificate representing the Securities, if any, will bear a restrictive legend.