Form S-3 Eligibility. The Company is not eligible to register the resale of the Securities for resale by the Purchaser on Form S-3 promulgated under the Securities Act.

do so, to convert such Shelf Registration Statement from a Form S-1 to a Form S-3.

Form S-3 Eligibility. The Company is eligible to use Form S-3 under the Securities Act and is not an “ineligible issuer” as defined in Rule 405 under the Securities Act.

Form S-3 Eligibility. The Company is eligible to use Form S-3 under the Securities Act and is not an “ineligible issuer” as defined in Rule 405 under the Securities Act.

S. Treasury Office of Foreign Assets Control (OFAC). In the event Tenant or any Tenant Party is or becomes listed as an SDN, Tenant shall be deemed in breach of the Lease and Landlord shall have the right to terminate the Lease immediately upon written notice to Tenant.

S. Pre-Tax Profits and Losses for the Profit Share Product during the Profit Share Term shall be calculated in accordance with this Financial Exhibit.

S. Pre-Tax Profits and Losses shall exclude the upfront payment and all milestone payments, all Shared Development Costs, Shared CMC Development Costs and capital expenditures, and any other cost not specifically included in Allowable Expenses, including costs attributable to general corporate activities, executive management, investor relations, treasury services, business development, corporate government relations, finance, and other corporate overhead. Cost items included in components of U.S. Pre-Tax Profits and Losses shall not be double counted and shall not be included in Shared Development Costs or Shared CMC Development Costs.

S. Person. Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

S. Tax Compliance Certificate Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

S. Transaction. You understand that the Restricted Stock Units shall be valid and this Agreement shall be concluded and become effective only when the Agreement is electronically received by the Company in the United States or a third-party designated by the Company. Upon vesting of the Restricted Stock Units, any shares to be issued to you shall be delivered to you through a bank or brokerage account in the United States.