irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).
(b) Violation of First Refusal Right. If any Stockholder becomes obligated to sell any Transfer Stock to the Company or any Pharma Holder under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or such Pharma Holder may, at its option, in addition to all other remedies it may have, send to such Stockholder the purchase price for such Transfer Stock as is herein specified and transfer to the name of the Company or such Pharma Holder (or request that the Company effect such transfer in the name of a Pharma Holder) on the Companys books any certificates, instruments, or book entry representing the Transfer Stock to be sold.
(c) Violation of Co-Sale Right. If any Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a Prohibited Transfer), each Pharma Holder who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Stockholder to purchase from such Pharma Holder the type and number of shares of Capital Stock that such Pharma Holder would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d), and subject to the same conditions as would have applied had the Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Pharma Holder learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such Stockholders shall also reimburse each Pharma Holder for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Pharma Holders rights under Section 2.2.
2.4 Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2.1 and Section 2.2 shall not apply:
(a) in the case of a Stockholder that is an entity, upon a transfer of Transfer Stock by such Stockholder to its stockholders, members, partners or other equity holders, or pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of such Stockholder, or pursuant to a sale of all or substantially all of the assets of such Stockholder, so long as such transferee is not, in the reasonable judgment of the Board, a competitor of the Company;
(b) to a repurchase of Transfer Stock from a Stockholder by the Company or a transfer of Transfer Stock to any other stockholder, director or officer of the Company;
(c) to a bona fide pledge or mortgage of Transfer Stock with a commercial lending institution, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were the Stockholder making such pledge; or
(d) in the case of a Stockholder that is a natural person, upon a transfer of Transfer Stock by such Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), any other direct lineal descendant of such Stockholder (or his or her spouse), or father, mother, brother or sister of such Stockholder (all of the foregoing collectively referred to as Family Members), or any other Person approved by unanimous consent of the Board, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Stockholder or any such Family Members;
provided that in the case of clauses (a), (b), (c), or (d), the Stockholder shall deliver prior written notice to the Company of such pledge, gift or transfer (unless such transferee is the Company) and such shares of Transfer