Registration Expenses. ​ shall bear all fees and expenses incurred in connection with the performance by ​ of its obligations under [Sections (a) and (b)])] whether or not any Registration Statement is declared effective. Such fees and expenses shall include, without limitation, # all registration and filing fees (including, without limitation, fees and expenses # with respect to filings required to be made with FINRA and the Commission and # of compliance with federal, provincial and state securities or “blue sky” laws (including, without limitation, and subject to [clause (vii)] below, reasonable fees and disbursements of the Special Counsel in connection with blue sky qualifications of the Registrable Securities under the laws of such jurisdictions as Notice Holders of a majority of the Registrable Securities being sold pursuant to a Registration Statement may designate)), # printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with The Depository Trust ​), # all reasonable expenses of any persons in preparing or assisting in preparing, word processing, printing and distributing any Resale Document, and any securities sales agreements and other documents relating to the performance of and compliance with this Agreement, # reasonable fees and disbursements of counsel for ​ in connection with any Resale Documents, # reasonable fees and disbursements of the registrar and transfer agent for the Shares, # U.S. Securities Act liability insurance obtained by ​ in its sole discretion and # the reasonable and documented or invoiced fees and disbursements of Special Counsel. In addition, ​ shall pay the internal expenses of ​ (including, without limitation, all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing by ​ of the Registrable Securities on any securities exchange on which similar securities of ​ are then listed and the fees and expenses of any person, including special experts, retained by ​. Notwithstanding the provisions of this [Section (d)], each seller of Registrable Securities shall pay any fees and disbursements of such seller’s counsel, broker’s commission, agency fee or underwriter’s discount or commission in connection with the sale of the Registrable Securities under a Resale Document.

All reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to [Sections 2 and 3]3], including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.

REGISTRATION. The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act no later than ​ a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under Act (subject to the availability of a Registration Statement on Form S-3 or any successor form thereto). “Registrable Securities” shall mean the Notes and the shares of Common Stock issuable upon conversion thereof; provided, any such securities shall cease to be Registrable Securities when # they have been sold or otherwise disposed of pursuant to an effective Registration Statement or in compliance with Rule 144 or # they cease to be outstanding; provided, further, that any security that has ceased to be Registrable Securities in accordance with the foregoing definition shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities are not Registrable Securities.

Restricted Securities. Neither the Securities nor any portion thereof may be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities (or such portion thereof) or an available exemption from registration under the Securities Act, the Securities and each portion thereof must be held indefinitely.

Registration. The parties shall enter into the confirmatory assignments attached to this Agreement at [Schedule 1] for the purpose of recording the assignment of the Patent Rights at relevant patent offices throughout the world.

Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing certificates representing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and the certificates representing the Shares shall bear the following legend:

Registration Rights Agreement; Registration Rights. The Registration Rights Agreement has been duly authorized and, at the Initial Closing Date, will have been duly executed and delivered by the Parent and the Company, and will be a valid and binding agreement of the Parent and the Company, enforceable against the Parent and the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. There are no Persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to any registration statement or otherwise registered by the Company Group under the Securities Act.

Registration Eligibility. The Company is eligible to register the issuance of the Securities by the Company using Form S-3 promulgated under the 1933 Act.

Registration Procedures. In connection with the registration obligations of ​ under Section # ​ shall:

Registration Rights. Except as set forth on [Schedule 3.1(v)], no Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.