The Parties agree that any required filings with the FTC and the DOJ under the HSR Act with respect to the transactions contemplated hereby and by the Development and License Agreement shall be governed by Article 10 of the Development and License Agreement.

Listing. The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Common Stock is registered pursuant to [Section 12(b)] or Section 12(g) of the Exchange Act and is listed on the Nasdaq, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange, nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating such registration or listing. The Company has taken all necessary actions to ensure that, upon and at all times after the Nasdaq shall have approved the Placement Shares for listing, it will be in compliance with all applicable corporate governance requirements set forth in the Nasdaq’s listing rules that are then in effect.

Listing. The Purchased Shares shall be eligible and approved for listing on the Nasdaq Stock Market.

Market Listing. From the Signing Date through the Closing, Company shall use all commercially reasonable efforts to # maintain the listing and trading of the Common Shares on the Nasdaq Stock Market and # effect the listing of the Purchased Shares on the Nasdaq Stock Market, including submitting, if required, the LAS to the Nasdaq Stock Market.

Listing. The Purchased Shares shall be eligible and approved for listing on the Nasdaq Stock Market.

Listing on the Principal Market. The Company shall promptly secure the listing, or conditional listing as applicable, of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to standard listing conditions, if any, for transactions of this nature, official notice of issuance and the Exchange Cap) and upon each other national securities exchange or automated quotation system, if any, upon which the Common Stock are then listed, and shall maintain, so long as any Common Stock shall be so listed, such listing of all such Registrable Securities from time to time issuable hereunder. The Company shall use reasonable best efforts to maintain the listing of the Common Stock on the Principal Market and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Common Stock for listing on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this [Section 3(g)].

Listing. Except for listings on the NYSE, AMEX, TSX, NASDAQ, and the LSE, including subsidiary or related exchanges, make a listing or change its listing on any stock exchange or dealer network on which its Shares are listed or traded.

Market Listing. From the Signing Date through the Closing, Company shall use all commercially reasonable efforts to # maintain the listing and trading of the Common Shares on the Nasdaq Stock Market and # effect the listing of the Purchased Shares on the Nasdaq Stock Market, including submitting the LAS to the Nasdaq Stock Market.

Market Listing. From the Signing Date through the Closing, Company shall use all commercially reasonable efforts to # maintain the listing and trading of the Common Shares on the Nasdaq Stock Market and # effect the listing of the Purchased Shares on the Nasdaq Stock Market, including submitting, if required, the LAS to the Nasdaq Stock Market.

Market Listing. During the period from the Signing Date through the Closing Date, the Company shall use all reasonable efforts to # maintain the listing and trading of the Common Stock on Nasdaq and # effect the listing of the Shares on Nasdaq, including submitting the Notification Form: Listing of Additional Shares (the “LAS”) to Nasdaq no later than fifteen (15) calendar days prior to the Closing Date.