Common use of Milestone Payments Clause in Contracts

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In From and after the Closing Date but prior to the expiration of the Put Option Period (the “Post-Closing Milestone Period”), in addition to the consideration set forth in Section 1.6(c) above, in the event that any Sellers believe that any (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone has been achieved on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment additional amount payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesMilestone in cash or, at Purchaser’s sole election, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days shares of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month periodStock, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the Post-Closing Assessment Notice“Milestone Payments”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, then Purchaser shall deliver a dispute promptly provide written notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that specifying the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay the applicable Milestone Payment to Sellers those amounts within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.11. In the Post-Closing Assessment Notice no later than five event of a Change of Control of Purchaser, Purchaser agrees to either (5a) days after cause the expiration acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments subject to the terms and conditions set forth herein or (b) accelerate the remaining Milestone Payments such fifteen (15) day time periodthat the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.

Milestone Payments. In With respect to each Licensed Gene Target, Akouos shall make development and sales milestone payments in the amounts corresponding to the achievement by either Akouos or its Affiliate or by any of its Sublicensees of the development and sales milestones set forth on Schedule B and shall pay the Pass- Through Sublicense Execution Milestone set forth on Schedule B to Lonza in connection with the execution of any Pass-Through Sublicense. Within [**] after achievement of any such milestone event by Akouos or any of its Affiliates or within [**] after receiving notice from any of its Sublicensees that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone sales or development milestone event has been achieved, Purchaser as the case may be, Akouos shall notify Sellers’ Representative Lonza of such achievement in writing and Lonza shall issue Akouos an invoice for the amount of the corresponding milestone payment as determined by Section 3.6, which invoice Akouos shall pay or cause to be paid within [**] following its receipt thereof. Each milestone payment shall be payable only once upon the first achievement of such milestone with respect to each Licensed Gene Target by Akouos or any of its determination Affiliates or Sublicensees (other than by Sublicensees pursuant to a Pass-Through Sublicense), and pay to Sellers the Additional Milestone Payment payable in respect no amount shall be due for subsequent or repeated achievements of such Additional Milestone. If Sellers’ Representative delivers milestone with respect to such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all Licensed Gene Target by Akouos or any portion of an Additional Milestone Payment hereunder which they have not received within thirty its Affiliates or Sublicensees (30) days following the achievement of the Additional Milestone other than by Sublicensees pursuant to a Pass-Through Sublicense), even if multiple Licensed Products are directed to a particular Licensed Gene Target or if a Licensed Product directed to a particular Licensed Gene Target is developed for which payment is due, Sellers’ Representative may, not later than twelve (12) months following multiple indications. With respect to the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted milestones by Sublicensees pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within Pass-Through Sublicense, each milestone payment shall be payable each time such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment milestone is achieved by such a Sublicensee with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration each Licensed Gene Target, regardless of the Post-Closing Milestone Period without affecting Sellers’ rights number of times the milestone is achieved by such Sublicensee with respect to the applicable Milestone Paymentsame Licensed Gene Target. For the avoidance of doubt, provided that that applicable Additional Milestone was actually achieved prior to only Net Sales of Licensed Products for which any royalties are payable under Section 3.3 shall be used for determining whether the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as sales milestones set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has Schedule B have been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodmet.

Milestone Payments. In Contractor shall be paid for the event portion of the Contract Price constituting the Firm Price and Fixed Price in accordance with the Milestone Payment Schedule in Exhibit F-1. The applicable portion of the Firm Price and Fixed Price shall be invoiced by Contractor upon the completion (or substantial completion as provided below) of each Milestone. Invoices for Milestone Payments for Major Equipment shall be issued separately from invoices for other Milestone Payments. The Milestone Payment due upon Substantial Completion of a Unit shall be two percent (2%) of the Firm Price and Fixed Price for the Unit. Submittal of each invoice by Contractor for a Milestone Payment shall constitute a representation by Contractor that any Sellers believe that any Additional it has performed and provided the Work required for such payment in accordance with this Agreement or otherwise covered by such invoice. Payment shall be due from Owner within twenty (20) Days for Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole Payments for Major Equipment and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days Days for other Milestone Payments, in each case, following receipt of the invoice. Milestones are not required to be completed in the sequence set forth in Exhibit F-1, nor must invoices for completed Milestones be submitted in the sequence set forth in Exhibit F-1, and Milestones may be performed and invoiced ahead of the time for the performance of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers Work under the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone PaymentProject Schedule, provided that that applicable Additional Contractor may not submit an invoice for a Milestone was actually achieved prior performed out of sequence or ahead of time to the expiration extent that the total invoiced for Milestones during any calendar month would exceed the aggregate of the Milestones for such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved calendar month as set forth in the PostExhibit F-1 plus (a) twenty-Closing Assessment Noticefive million dollars ($25,000,000) or less, then Purchaser shall deliver a dispute notice unless Owner has agreed to such out of sequence or early Milestone Payment, such agreement not to be unreasonably withheld; (a “Postb) more than twenty-Closing five million dollars ($25,000,000) but not more than fifty million dollars ($50,000,000), Contractor has notified Owner at least ninety (90) Days in advance of submission of an invoice that would cause such amount to be exceeded, and Owner has agreed to such out of sequence or early Milestone Dispute Notice”Payment, such agreement not to be unreasonably withheld; and (c) to Sellers’ Representative within fifteen more than fifty million dollars (15$50,000,000), Contractor has notified Owner at least one hundred eighty (180) days following Sellers’ Representative’s delivery in advance of the Post-Closing Assessment Notice. A representative submission of Purchaser, on the one handan invoice that would cause such amount to be exceeded, and the Sellers’ Representative, on the other, shall attempt in good faith Owner has agreed to resolve any such objections within fifteen (15) days out of the receipt by Sellers of the Post-Closing sequence or early Milestone Dispute NoticePayment. If no Post-Closing Milestone Dispute Notice is delivered within agreed by Owner, Contractor shall have the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, option to invoice for substantially completed Milestones on a pro rata basis. The agreement between Owner and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Contractor shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in a Change Order, provided, however, that the Post-Closing Assessment Notice no later than five (5) days after provisions pertaining to Change Disputes shall not apply to the expiration of such fifteen (15) day time periodrequest by Contractor to invoice for a Milestone on a pro rata basis or the Change Order resulting therefrom.

Milestone Payments. NIBRI shall make milestone payments in accordance with this Section 3.5: (a) with respect to each Myogen Compound, Collaboration Compound or NIBRI Compound having an effect on a High Priority Target, as defined below (whether or not an Option, as defined below, has been exercised), within [/\#/\] of the achievement of such milestone; and (b) with respect to each Myogen Compound, Collaboration Compound or NIBRI Compound having an effect on a Low Priority Target (as to which NIBRI has exercised its Option), payment within [/\#/\] days of exercise of the Option for all prior milestones achieved. Except as explicitly set forth below, milestone payments shall be payable only once with respect to a particular Myogen Compound, Collaboration Compound or NIBRI Compound, even though that Myogen Compound, Collaboration Compound or NIBRI Compound may be subsequently developed for indications other than those for which regulatory approval was initially sought. In the event that a Myogen Compound, Collaboration Compound or NIBRI Compound fails in development, any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment milestone payments previously paid with respect to such Additional Milestone is Myogen Compound, Collaboration Compound or NIBRI Compound shall be fully creditable toward the same milestone due with respect to another Myogen Compound, Collaboration Compound or NIBRI Compound advanced as a lead Compound in place of the failed Compound that acts on the same Myogen Target or Collaboration Target. NIBRI may deduct from any milestone payments otherwise due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that Myogen under this Section 3.5 the amount of the Milestone Payment specified any withholding and similar taxes required under applicable law to be withheld from such payments and paid to applicable tax authorities. The schedule below corresponds to an identical schedule in the Post-Closing Milestone Dispute Notice is due hereunder, License Agreement; payments made pursuant to this Agreement prior to exercise of an Option shall be deemed to be accepted treated as payments made under the License Agreement. [/\#/\]CONFIDENTIAL TREATMENT REQUESTED Collaboration and Purchaser shall pay to Sellers those amounts set forth in Option Agreement - Confidential - Page 15 MILESTONE DEVELOPMENTAL MILESTONE: PAYMENT ------------------------ ------- Pre-Clinical Milestones: o Validation of high-throughput assays* [/\#/\] o In vitro validation of lead compound* [/\#/\] o In Vivo Validation of lead compound or use of the Post-Closing Assessment Notice no later than five (5) days after the expiration [/\#/\] lead compound as a starting point for medicinal chemistry and/or SAR exploration* o Completion of such fifteen (15) day time period.Tox/ADME screening and preclinical candidate determination* [/\#/\] Clinical Milestones: o IND filing [/\#/\] o Initiation of Phase II clinical evaluation [/\#/\] o Initiation of Phase III clinical studies [/\#/\] o Regulatory filing [/\#/\] [/\#/\] o First regulatory filing [/\#/\] [/\#/\] o Regulatory Approval [/\#/\] [/\#/\]

Milestone Payments. In Each Payor shall make a milestone payment to Payee based on achievement of each of the milestone events listed below by such Payor or its Related Parties for Licensed Products that are directed to a particular Target. Such Payor shall notify Payee in writing of the achievement of each such milestone event that any Sellers believe that any Additional Milestone has been achieved during and pay to Payee the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then applicable payment amount set forth below within thirty (30) [**] days of such notice from SellersPayor’s or its Related Parties’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestonemilestone event for each such Licensed Product. Each milestone payment by such Payor to Payee hereunder shall be payable only once by a Payor and its Related Parties with respect to each Target, deliver regardless of the number of times the same milestone is achieved with respect to Purchaser such Target by a notice setting forth Sellers’ Representative’s determination that all or Licensed Product. For clarity, once a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser Payor has made a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no particular milestone payment with respect to a Licensed Product that is directed to a particular Target, such Additional Milestone is due to Sellers hereunder and Sellers shall Payor will have no obligation to make such milestone payment again with respect to any other Licensed Product that is directed to a particular Target, such Payor will have no obligation to make such milestone payment again with respect to any other 20 Licensed Product that is directed to the same Target. For example, in the event that further rights clinical development of a Licensed Product with respect to which one or more milestones payments have been made (an “Original Product”) is halted, and such Licensed Product is replaced in development by a different Licensed Product (a “Backup Product”), then such Payor shall not be obligated to make any payments with respect to milestones achieved by the Backup Product for which such Payor has already made a milestone payment with respect to the Original Product. However, if such Original Product or Backup Product is subsequently directed to a different Target, then such Payor shall be obligated to make any payments with respect to the milestones achieved by such Original Product or Backup Product directed to such Milestone Payment or any portion thereofdifferent Target. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved Except as set forth in the Post-Closing Assessment Noticeabove, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, each milestone payment shall be deemed to be accepted nonrefundable and Purchaser shall pay to Sellers those amounts set forth in the Postnon-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.creditable against any other payments due under this Agreement. Milestone Event Payment Amount US$ [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]

Milestone Payments. In Subject to Closing and the other applicable terms and conditions of this Agreement, from and after the Closing, when an event that any Sellers believe that any Additional set forth in the table below is achieved (each such event, a “Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achievedEvent”), Purchaser shall notify Sellers’ Representative pay (or cause to be paid) to Seller, in accordance with and subject to the terms of its determination and pay this Agreement, the one-time, non-refundable, non-creditable payment equal to Sellers the Additional corresponding amount of “Milestone Payment” set forth in the table below (each such payment, a “Milestone Payment”). Milestone Event Milestone Payment (US$) Annual Net Sales first exceeding $125,000,000 [*] Annual Net Sales first exceeding $[*] [*] Annual Net Sales first exceeding $[*] [*] Annual Net Sales first exceeding $[*] [*] Annual Net Sales first exceeding $500,000,000 [*] Each of the Milestone Payments shall be payable in respect only one time, for the first achievement of such Additional Milestonethe corresponding Milestone Event, and no Milestone Payments would be due for subsequent or repeated achievements of the same Milestone Event. If Sellers’ Representative delivers such a notice and Purchaser determinesFurthermore, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination[*]. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Each Milestone Payment hereunder which they have not received shall be paid within thirty (30) [*] days following after the achievement of the Additional corresponding Milestone Event, with such achievement being deemed to have occurred upon the completion of audited financial statements which present Net Sales for the Products (separately, as a group, from any other products of Purchaser) for the fiscal period in which payment such Milestone Event was achieved; provided, that, in the event that Purchaser is duenot required under applicable Law to publicly disclose its audited financial statements which present Net Sales for the Products (separately, Sellers’ Representative mayas a group, not later than twelve (12from any other products of Purchaser) months following for any given calendar year, Purchaser shall engage an independent accounting firm to audit Net Sales for such calendar year and the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional any Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Event shall be deemed to have occurred upon the completion of such audit for the calendar year in which such Milestone Event was achieved, which audit shall be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice completed no later than five (5) days after March 31 of the expiration succeeding year. All Milestone Payments shall be made by wire transfer of immediately available funds in United States dollars to such fifteen (15) day time periodaccount as may be designated to Purchaser by Seller at least two Business Days prior to the applicable payment date.

Milestone Payments. In Subject to the terms and conditions of this Agreement, MERCK shall pay to ALNYLAM HOLDING a milestone payment of [**] Dollars ($[**]), and shall purchase [**] Dollars ($[**]) of ALNYLAM HOLDING Series C Convertible Preferred Stock upon the terms and conditions set forth in the Stock Purchase Agreement upon ALNYLAM's achievement of the Technology Collaboration Milestone. ALNYLAM shall notify the JSC and shall prepare and deliver a data package for presentation to the JSC when ALNYLAM determines that it has achieved the Technology Collaboration Milestone. Within fifteen (15) business days following receipt of such data package, the JSC shall convene to review the data package and determine whether the data is sufficient to conclude that the Technology Collaboration Milestone has been achieved. If the JSC determines that there is not sufficient data to support the conclusion that the Technology Collaboration Milestone has been achieved, the JSC shall provide written notice to ALNYLAM of same, which notice shall specify all additional data that the JSC determines in good faith is necessary to make the data package sufficient to conclude that the Technology Collaboration Milestone has been achieved. Thereafter, ALNYLAM shall either submit the additional data to the JSC or notify the JSC that the sufficiency of the data is in dispute. Any additional data provided by ALNYLAM at the JSC's request shall be reviewed by the JSC within ten (10) business days following the JSC's receipt thereof. If the JSC determines there is sufficient data to support the conclusion that the Technology Collaboration Milestone has been achieved, the MERCK members of the JSC shall have thirty (30) days to conduct an internal review of the data package with MERCK's management and promptly thereafter and in any event no later than ten (10) business days following the expiration of MERCK's internal review period, the JSC shall determine whether the Technology Collaboration Milestone has been achieved. If the JSC determines that any Sellers believe that any Additional the Technology Milestone has been achieved, then MERCK shall make the milestone payment and purchase the Series C Convertible Preferred Stock as set forth in this Section 5.1.4 within ten (10) business days of such determination. If MERCK or ALNYLAM disputes the sufficiency of the data presented to the JSC or the determination of the JSC as to whether the Technology Collaboration Milestone has been achieved during or the Post-Closing JSC fails, or the MERCK members of the JSC fail, to take action within the time periods above, then the Parties shall be deemed to have a Technology Milestone PeriodDispute (the "TECHNOLOGY MILESTONE DISPUTE") which shall be resolved as follows: In the event of a Technology Milestone Dispute, the Sellers’ Representative Parties agree that such Technology Milestone Dispute shall provide notice be submitted to the President of such achievement to PurchaserMERCK Research Laboratories and the CEO of ALNYLAM for resolution. If Purchaser determines in its sole such President and reasonable discretion that such Additional CEO cannot reach an agreement regarding the Technology Milestone has been achieved during the Post-Closing Milestone Period, then Dispute within thirty (30) days days, then it shall be submitted to arbitration by either Party pursuant to Section 9.7 of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser this Agreement. The milestone payments shall notify Sellers’ Representative of its determination and pay to Sellers be payable only upon the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the initial achievement of the Additional Technology Collaboration Milestone and no amounts shall be due hereunder for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the subsequent or repeated achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodmilestone.

Milestone Payments. In With respect to each Licensed Gene Target, Akouos shall make development and sales milestone payments in the amounts corresponding to the achievement by either Akouos or its Affiliate or by any of its Sublicensees of the development and sales milestones set forth on Schedule B and shall pay the Pass-Through Sublicense Execution Milestone set forth on Schedule B to MEE in connection with the execution of any Pass-Through Sublicense. Within [**] after achievement of any such milestone event by Akouos or any of its Affiliates or within [**] after receiving notice from any of its Sublicensees that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone sales or development milestone event has been achieved, Purchaser as the case may be, Akouos shall notify Sellers’ Representative MEE of such achievement in writing and MEE shall issue Akouos an invoice for the amount of the corresponding milestone payment as determined by Section 3.6, which invoice Akouos shall pay or cause to be paid within [**] following its receipt thereof. Each milestone payment shall be payable only once upon the first achievement of such milestone with respect to each Licensed Gene Target by Akouos or any of its determination Affiliates or Sublicensees (other than by Sublicensees pursuant to a Pass-Through Sublicense), and pay to Sellers the Additional Milestone Payment payable in respect no amount shall be due for subsequent or repeated achievements of such Additional Milestone. If Sellers’ Representative delivers milestone with respect to such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all Licensed Gene Target by Akouos or any portion of an Additional Milestone Payment hereunder which they have not received within thirty its Affiliates or Sublicensees (30) days following the achievement of the Additional Milestone other than by Sublicensees pursuant to a Pass-Through Sublicense), even if multiple Licensed Products are directed to a particular Licensed Gene Target or if a Licensed Product directed to a particular Licensed Gene Target is developed for which payment is due, Sellers’ Representative may, not later than twelve (12) months following multiple indications. With respect to the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted milestones by Sublicensees pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within Pass-Through Sublicense, each milestone payment shall be payable each time such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment milestone is achieved by such a Sublicensee with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration each Licensed Gene Target, regardless of the Post-Closing Milestone Period without affecting Sellers’ rights number of times the milestone is achieved by such Sublicensee with respect to the applicable Milestone Paymentsame Licensed Gene Target. For the avoidance of doubt, provided that that applicable Additional Milestone was actually achieved prior to only Net Sales of Licensed Products for which any royalties are payable under Section 3.3 shall be used for determining whether the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as sales milestones set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has Schedule B have been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodmet.

Milestone Payments. In As further consideration for the sale and transfer of the Acquired Assets, BII shall pay to MabVax Therapeutics Holdings Inc. the following one-time, milestone payments (each a “Milestone Payment”) set forth below upon the first occurrence of the applicable milestone event with respect to the first BII Product, provided that any Sellers believe each such Milestone Payment shall be due only once. Each Milestone Payment shall be due and payable to MabVax Therapeutics Holdings Inc. within [***] Business Days after receipt of an Invoice from MabVax Therapeutics Holdings Inc., which shall be provided to BII as soon as practicable after BII has notified MabVax Therapeutics Holdings Inc. that any Additional Milestone the particular milestone event has been achieved (whether achieved by or on behalf of BII or any of its Affiliates or Sublicensees). BII will notify MabVax Therapeutics Holdings Inc. within [***] Business Days after it becomes aware of the achievement of any milestone event for which a payment to MabVax Therapeutics Holdings Inc. is required under this Section 5.3. It is hereby understood that each Milestone Payment shall be paid [***]. Milestone Event Milestone Payment Start of Development of the first BII Product [***] Initiation of first Phase I Clinical Trial [***] [***] Initiation of first Phase III Clinical Trial [***] [***] First Commercial Sale [***]in a Major Market [***] The Milestone Payment for the First Commercial Sale [***] in a Major Market shall be payable [***], for the first Calendar Year in which the First Commercial Sale milestone event is achieved [***]. [***]. The First Commercial Sale Milestone Payment shall be paid together with the Earn-Out-Payment of the Calendar Quarter during which the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone First Commercial Sale milestone event has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement Appendix F hereto sets forth milestone payments to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment be made with respect to each separate milestone and a final schedule of values, and the sum of all such Additional Milestone is due to Sellers hereunder milestone payments and Sellers the final schedule of values equals the Fixed Design-Build Price. Payments by the Sewer District shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration (1) made only upon completion of the Post-Closing Milestone Period without affecting Sellers’ rights milestone, or completion of demonstrated progress against the final schedule of values, required to be completed as the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of basis for such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved payment as set forth in Appendix F-1 hereto; (2) subject to the Postmaximum payment limitations specified in the maximum drawdown schedule set forth in Appendix F-2 hereto; and (3) subject to the conditions of payment set forth in this Section. (B) Requisitions. Following the Design-Closing Assessment NoticeBuild Commencement Date, then Purchaser shall deliver the Design-Build Contractor must submit Requisitions to the Sewer District on a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery monthly basis and may receive from the Sewer District the partial payments of the PostFixed Design-Closing Assessment NoticeBuild Price. A representative Each Requisition must be accompanied by a certificate of Purchaser, on an authorized Design-Build Contractor official certifying: (1) the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days portion of the receipt by Sellers of Fixed Design-Build Price which is payable to the PostDesign-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen Build Contractor, (152) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of any Fixed Design-Build Price Adjustments which are payable to the Milestone Payment specified Design-Build Contractor, together with Cost Substantiation for such amounts, if any, that are not subject to a lump sum amount, (3) that the Design-Build Contractor is neither in default under this Design-Build Agreement nor in breach of any material provision of this Design-Build Agreement such that the Postbreach would, with the giving of notice or passage of time, constitute an Event of Default, (4) that all items applicable to the milestone or schedule of values entitling the Design-Closing Milestone Dispute Notice is due hereunder, shall be deemed Build Contractor to be accepted and Purchaser shall pay to Sellers those amounts request payment under the payment schedule set forth in Appendix F hereto have been completed in accordance therewith and with this Design-Build Agreement, including the Post-Closing Assessment Notice no later than five Technical Specifications, and (5) days after that all work for which the expiration Sewer District has previously paid is free and clear of such fifteen (15) day time periodany lien, claim, or other encumbrance of any person whatsoever. As a condition precedent to payment, the Design-Build Contractor shall, as required by the Sewer District, also furnish to the Sewer District properly executed waivers of lien or claim, in a form acceptable to the Sewer District, from all Subcontractors, materialmen, suppliers or others having lien or claim rights, wherein said Subcontractors, materialmen, suppliers or others having lien or claim rights, shall acknowledge receipt of all sums due pursuant to all prior Requisitions and waive and relinquish any liens, lien rights or other claims relating to the Work and the Project Site.

Milestone Payments. In Each Milestone payment specified in the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative Payment Plan shall provide notice become payable upon Boeing’s successful completion of such achievement to Purchaser. If Purchaser determines Milestone in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that accordance with the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions requirements of this page have been omitted pursuant to a request for Confidential Treatment filed separately with Contract and the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as completion criteria set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, Payment Plan and the Sellers’ RepresentativeStatement of Work, on the otherafter which Boeing shall submit an invoice for payment, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified including a Certification in the Post-Closing form described in Exhibit F (Form of Certification). Customer agrees to pay for any invoice in any amount that, when cumulated with other Milestone Dispute Notice is due payments previously made hereunder, does not exceed the cumulative Milestone payment amounts due and paid as of such date as reflected in the Payment Plan. In addition, if Customer’s Financing Entity has provided a disbursement that is tied to the applicable, completed and certified Milestone under such Financing Entity’s credit facility, at Customer’s sole discretion and only in the event there shall be deemed no prejudice or penalty to Customer, Customer may, but shall not be accepted obligated to, approve payment of a completed and Purchaser shall pay certified Milestone (pursuant to Sellers those the BOEING / SATMEX PROPRIETARY FOIA CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THIS AGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS (***). COPIES OF THE EXHIBIT CONTAINING THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE COMMISSION SUBJECT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT. requirements under this Article 5.2.1 (Milestone Payments)) if such payment exceeds the cumulative Milestone payment amounts set forth due and paid as of such date as reflected in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodPayment Plan.

Milestone Payments. On the issue of Milestone Achievement Certificates in relation to a Milestone the Hosting Supplier will be entitled to invoice the Authority in accordance with paragraph 12 of this schedule 7.1 (Charging and Invoicing) in respect of the Charges associated with that Milestone as set out in the following workbooks of the Financial Model: Milestones referred to in the “Milestone Payments” workbook that are Achieved through Approval of Documentary Deliverables; and Milestones referred to in the “Milestone Payments” workbook other than those Milestones referred to in paragraph 3.1.1. In respect of the event that any Sellers believe that any Additional Milestones referred to in paragraph 3.1, a Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to PurchaserAchievement Certificate will be issued in accordance with clause 5.1 and schedule 6.1 (Transition Requirements). If Purchaser determines in any Milestone is not Achieved by its sole associated Milestone Date then, where this schedule 7.1 (Charging and reasonable discretion that such Additional Milestone has been achieved during Invoicing) identifies the Post-Closing Milestone Period, then within thirty (30) days payment of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable Delay Payments in respect of such Additional Milestone, Delay Payments will be applied in accordance with paragraph 4 of this schedule 7.1 (Charging and Invoicing). The Charges associated with any Milestones identified in paragraph 3.1.2 are reclaimable under clause 60.3 and the Hosting Supplier shall be required to repay to the Authority the Charges associated with such Milestones under the circumstances set out in clause 60.3. In respect of the Milestones referred to in paragraph 3.4, the Hosting Supplier: warrants that no Charges associated with such Milestones (other than Charges for CPP Milestones) contain any element of Forecast Profit (including any element of Forecast Profit in overhead recovery); shall recover any Forecast Profit relating to such Milestones solely through Milestone Payments which relate to CPP Milestones; and agrees that, if the Hosting Supplier recovers Forecast Profit through the Charges associated with such Milestones, those Charges shall be reduced by a sum equal to such recovered profit and the Hosting Supplier shall: reduce any invoice relating to such Charges (or, if such Charges have been paid by the Authority, reduce any later invoice) by such sum; or issue a credit note to the Authority for such sum which shall be repayable by the Hosting Supplier as a debt. If Sellers’ Representative delivers such a notice and Purchaser determinesthe Hosting Supplier is required to reduce any invoice or issue any credit note to the Authority in accordance with paragraph 3.5, in its sole and reasonable discretion, that then the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative Authority may agree to the recovery of such determination. If Sellers’ Representative believes that Sellers are entitled to payment element of all or any portion of an Additional Forecast Profit through a Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional relates to an appropriate CPP Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In partial consideration of the License, and subject to the terms and conditions stated herein, Dermata shall make the one-time payments to the Licensor upon the occurrence of the corresponding milestone events, specified in Table 4.2 (the “Milestone Payments”). In each case, the Milestone Payment may be made in cash or stock of Dermata (“Dermata Equity”), at the option of Licensor, on a case-by-case basis. All Dermata Equity shall be “restricted stock” under Federal securities laws and shall be issued to Licensor under, and shall be subject to a stock purchase agreement, lock up agreement and other ancillary documents between Dermata and Licensor, in a form to be determined by Dermata and reasonably acceptable to Licensor, but in no event shall such documents contain restrictions on, or obligations of, Licensor more onerous than those imposed on other non-affiliated holders of Dermata Equity, and in accordance with applicable securities laws. In the event that Dermata Equity is publicly traded, the payment in Dermata Equity will be made at the Common Stock Five Day VWAP. For purposes of this Agreement, “Common Stock Five Day VWAP” means, for common stock as of any Sellers believe that any Additional Milestone has been achieved date, the volume weighted average price per share of such common stock during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) trading days after subsequent to Licensor’s election to accept the expiration applicable milestone under this Section 4.2 in Dermata Equity. In the event that Dermata Equity is not publicly traded, unless otherwise agreed to by Dermata and Licensor, such Dermata Equity shall be Preferred Shares as currently constituted or such equity as existing Preferred Shares become converted into, and shall be issued with a valuation consistent with the most recent valuation obtained by Dermata. If Licensor does not agree with such valuation, Licensor may, at its sole expense, request an updated appraisal to be performed by an independent qualified Third Party appraiser selected by Dermata. Each Milestone Payment shall be paid only once, notwithstanding the potential development of such fifteen multiple Licensed Products hereunder, which may involve separate clinical trials or Regulatory Approvals. Table 4.2 is hereby amended in its entirety as follows: Table 4.2 Milestone Milestone Payments (15US Dollars) day time period.[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Table 4.3 is hereby amended to read in its entirety as follows: Table 4.3 Development Stage Sublicense Fee Rate [***] [***] [***] [***] [***] [***]

Milestone Payments. In (a) Upon the event that occurrence of any Sellers believe that any Additional of the events set forth in the table below under “Milestone has been achieved during Event” (each a “Milestone”) (for the Post-Closing avoidance of doubt, with respect of Milestone PeriodEvents (iv)-(viii), the Sellers’ Representative calculation of Net Sales for a calendar year shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then occur within thirty sixty (3060) days after the end of such notice from Sellers’ Representative or, if earlierany calendar year following the year in which the First Commercial Sale of any Company Product takes place) Parent shall, within thirty fifteen (3015) days Business Days of Purchaser’s determination that each such Additional event, deposit or cause to be deposited the amount of cash in U.S. dollars set forth in the table below under “Milestone has been achievedPayment” opposite such Milestone (each, Purchaser shall notify Sellers’ Representative of its determination and pay a “Milestone Payment”) to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesAgent for further distribution to the Equityholders, in its sole each case (i) subject to any Contingent Merger Consideration Set-Off pursuant to Section 2.09 and reasonable discretionwithholding rights set forth in Section 2.11, (ii) less the amount of any Company Transaction Expenses that were unpaid as of 12:01 a.m. Pacific Time on the applicable Additional Milestone has Closing Date, to the extent not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following accounted for in the achievement determination of the Additional Milestone for which payment is dueClosing Merger Consideration, Sellers’ Representative may, not later than twelve and (12iii) months following less the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional amount, if any, allocable to Dissenting Shares; provided, that if any Milestone Payment is becomes due under this Agreement (and payable prior to the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver General Expiration Date, an amount equal to Purchaser a Post-Closing Assessment [*** Portions *] of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may shall not be delivered before or after deposited with the expiration of Payment Agent and shall instead be deposited in the Post-Closing Milestone Period without affecting Sellers’ rights Indemnity Escrow Fund with the Escrow Agent, to be held by the Escrow Agent pursuant to the applicable Escrow Agreement. Upon receipt of any Milestone Payment, the Payment Agent shall pay or cause to be paid to each Equityholder who is not a holder of Dissenting Shares, promptly, and in any event within five (5) Business Days of receipt of such payment, such Equityholder’s Set-Off Pro Rata Share of such Milestone Payment, provided that any payment to a Company Optionholder shall be made by March 15 of the calendar year following the year in which the applicable Milestone Event occurs (it being understood that applicable Additional Milestone was actually achieved prior any payment to a Company Optionholder who is a current or former employee of the Company shall be made through the Surviving Corporation’s payroll). Notwithstanding anything to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as contrary set forth in this Agreement, in the Post-Closing Assessment Noticeevent that Parent fails to timely deposit any Milestone Payment in accordance [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. with this Section 2.08(a), then Purchaser the applicable Milestone Payment shall deliver a dispute notice (a “Post-Closing bear interest from the date upon which such Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery occurred until the date of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount deposit of the Milestone Payment specified in with the Post-Closing Payment Agent, at a rate per annum equal to [***]. Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.Event Milestone Payment [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Milestone Payments. In Each Milestone payment specified in Exhibit E, Payment Plan and Termination Liability Schedule shall in each case become payable upon Contractor’s completion of each Milestone in accordance with the event Contract and satisfaction of the Conditions for Milestone Completion and Payment set forth in Exhibit E, after which Contractor shall submit an invoice for payment, provided however, that Contractor shall not invoice any Sellers believe that any Additional amount which when cumulated with other Milestone payments previously made hereunder, exceeds the cumulative Milestone payment amounts due as of such date as reflected in such Exhibit E. A Milestone shall not be deemed completed until all Work relevant to the Milestone has been achieved during completed and documented in accordance with Exhibit A, Statement of Work and/or Exhibit E, Payment Plan and Termination Liability Schedule, as applicable. Purchaser shall only be responsible for paying those amounts set forth in the Post“Firm Fixed Price (paid by ViaSat)” column of Exhibit E, Payment Plan and Termination Liability Schedule. All payments due from Purchaser upon the completion of a Milestone described in Exhibit E, Payment Plan and Termination Liability Schedule, shall be paid no later than thirty (30) days after the receipt by Purchaser of an invoice and certification in the form attached hereto as Attachment A that the Milestone has been completed in accordance with the SS/L-Closing Milestone PeriodTP20701 ViaSat Contract Use or disclosure of the data and information contained on this sheet is subject to the restriction on the title page. requirements of this Contract, together with the Sellers’ Representative shall provide notice necessary or appropriate supporting data and documentation as required hereunder, if any, or as Purchaser may reasonably request within ten (10) Business Days of such achievement receipt of invoice. Notwithstanding the foregoing, and without prejudice to Purchaser. If Purchaser determines ’s rights under Article 5.6, Purchaser, in its sole and reasonable discretion that such Additional discretion, may agree to make a partial payment to Contractor for partial completion of a Milestone has been achieved during or for completion of a Milestone prior to the Post-Closing applicable Milestone Period, then Date. Purchaser shall pay in full all undisputed amounts payable hereunder within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion after receipt of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under invoice therefor completed in accordance with this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodArticle 5.2.

Milestone Payments. In CureVac will make milestone payments (each, a "Milestone Payment") to Arcturus upon the event first occurrence of each of the milestone events (each, a "Milestone Event") by Licensed Product as set forth below in this Section 4.1. CureVac will notify Arcturus of the achievement of each Milestone Event (whether achieved by CureVac, its Affiliates or Sublicensees) within (i) […***…] Business Days of such ***Confidential Treatment Requested achievement, if the Milestone Event is achieved by CureVac or its Affiliates, or (ii) […***…] Business Days of the receipt by CureVac of a notification about the achievement, if the Milestone Event is achieved by a Sublicensee. Each Milestone Payment will be non-refundable, non-creditable and payable to Arcturus by CureVac within […***…] days of delivery of an invoice from Arcturus following notification from CureVac pursuant to the preceding paragraph, provided that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Periodif no such notification is timely provided by CureVac, the Sellers’ Representative Milestone Payment shall provide notice be deemed payable […***…] days after (A) the achievement of such achievement Milestone Event, if the Milestone Event is achieved by CureVac or its Affiliates, or (B) after the receipt by CureVac of the notification from CureVac pursuant to PurchaserSection 4.1(ii). For clarity, the term “non-refundable” is not intended to limit either Party’s rights to pursue damages arising from a breach of this Agreement. If Purchaser determines in its sole one or more of the Milestone Events set forth below are not achieved or not required for any reason, the payment for such skipped Milestone Event will be due at the same time as the payment for the next achieved Milestone Event. For clarity: […***…]. For clarity, to the extent that a Licensed Product is initiated against a Rare Disease Target and reasonable discretion that such Additional Milestone has been achieved during the Postlater expanded to a non-Closing Milestone PeriodRare Disease Target, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional any and all Milestone has been achieved, Purchaser Payments not previously made shall notify Sellers’ Representative of its determination be due and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following upon the achievement of the Additional next non-Rare Disease Milestone for which payment is due(e.g., Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment […*** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period*……***…]).

Milestone Payments. In accordance with this Section 2.02(b), in connection with the event that any Sellers believe that any Additional occurrence of a Milestone has been achieved during Event, Borrower shall make a non-refundable cash payment to each Lender in the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice amount of such achievement Lender’s Pro Rata Share of the amount set forth opposite such Milestone Event in the table below (each, a “Milestone Payment”), by wire transfer of immediately available funds to Purchaseran account or accounts designated by such Lender; provided, however, that Borrower shall only be required to make one (1) Milestone Payment to each Lender per Milestone Event. If Purchaser determines Notwithstanding the foregoing, DPDI II hereby assigns its entire right, title and interest in and to the right to receive its sole Pro Rata Share of any Milestone Payments (including information and reasonable discretion audit rights) to DPDI Financing II, which hereby accepts such assignment, and Borrower hereby acknowledges such assignment, and the parties hereto accordingly acknowledge and agree that all amounts that, but for such Additional assignment would have been paid to DPDI II pursuant to this Section 2.02(b), shall instead be paid to an account or accounts designated by DPDI Financing II and that DPDI Financing II shall succeed to and be entitled to directly enforce the right to receive payment of, and exercise all applicable rights and remedies with respect to, DPDI II’s Pro Rata Share of the Milestone has been achieved during the Post-Closing Payments. Milestone Period, then within thirty Payments under this Section 2.02(b) shall be paid no later than fifteen (3015) days following the occurrence of such notice from Sellers’ Representative orMilestone Event; provided, if earlierhowever, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable Payments in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Net Sales Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser Events shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within be paid no later than thirty (30) days following the achievement end of the Additional calendar quarter in which such Milestone Event shall occur; and provided, further, that if such fifteenth (15th) day or thirtieth (30th) day should fall on a day that is not a Business Day, then such Milestone Payment may be paid on the next Business Day. The first occurrence of each of the following events shall be deemed a “Milestone Event” for purposes of this Agreement for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional applicable Milestone Payment is due under and payable in accordance with this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.Section 2.02(b):

Milestone Payments. In (a) At the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodClosing, the Sellers’ Representative shall provide notice of such achievement Parent will issue to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional each Milestone Payment payable in respect Recipient that is an Indemnyfing Stockholder its Contingent Allocation of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional First Milestone Payment hereunder which they have not received within thirty (30) days following in the achievement form of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement restricted Parent Series A-2 Preferred Shares (the “Post-Closing Assessment NoticeFirst Milestone Shares”), valued at the Parent Preferred Per Share Price; provided, however, that to the extent any Milestone Payment Recipient is a Non-Accredited Person, Parent shall pay to such recipient, as soon as practicable following the occurrence of the First Milestone, a cash payment in amount of his or her Contingent Allocation of the First Milestone Shares in lieu of such shares. If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately The First Milestone Shares shall initially be restricted in accordance with the Commission. Notice within such twelve Stock Restriction Agreement in substantially the form attached hereto as Exhibit G (12the “Stock Restriction Agreement”) month period, then Sellers and shall have been deemed to agree that become fully vested Parent Series A-2 Preferred Shares only upon the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration occurrence of the Post-Closing Milestone Period without affecting Sellers’ rights to First Milestone. Upon the applicable Milestone Paymentoccurrence of the First Milestone, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser Parent shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth promptly (and in the Post-Closing Assessment Noticeany event, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within no later than fifteen (15) days following Sellersthereafter) deliver a notice to the Stockholders’ Representative’s delivery Representative of the Post-Closing Assessment Notice. A representative of Purchasersuch occurrence, on the one hand, and the Sellers’ Representative, on the other, which notice shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination include an express reference that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts restrictions set forth in the Post-Stock Restriction Agreement have been released. In the event that the First Milestone has not occurred prior to December 31, 2025 (the “Surrender Time”), the First Milestone Shares shall be automatically canceled and extinguished effective as of the Surrender Time without any consideration payable therefor. Notwithstanding anything to the contrary in this Agreement, in the event that the Company delivers notice to Parent prior to the Closing Assessment Notice no later than five (5) days after that the expiration First Milestone has occurred, the First Milestone Shares shall be issued to the Milestone Payment Recipients at Closing without restriction and not subject to the Stock Restriction Agreement, and such First Milestone Shares shall be fully vested Parent Series A-2 Preferred Shares as of such fifteen (15) day time periodissuance.

Milestone Payments. In (a) Additional payments in cash (each, a “Milestone Payment”) shall be made by Buyer to the event that any Sellers believe that any Additional Exchange Agent for distribution as set forth on the Payment Spreadsheet pursuant to this Section 3.10 upon the achievement of the milestones set forth below: [***] Until the earlier of (i) [***] after the Closing Date and (ii) the payment of all Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlierPayments payable under this Agreement, within thirty (30) days after the end of Purchasereach calendar year, Buyer shall submit to the Shareholder Representative a written report (each, a “Milestone Report”) certified as accurate by an officer in Buyer’s determination research and development function describing with respect to each Milestone above, the progress that has been made towards achieving such Additional Milestone, which Milestone Report shall be reasonably detailed to enable the Shareholder Representative to determine on a Milestone-by-Milestone basis, the progress that has been achieved; provided, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretionhowever, that the applicable Additional first Milestone has not been achievedReport hereunder shall be due on January 31, then2023. At the request of Shareholder Representative, within thirty (30) days Buyer shall make available to the Shareholder Representative or its designee an individual to answer commercially reasonable questions that the Shareholder Representative may have based on a review of Sellers’ the Milestone Report. All reports, materials and information, including each Milestone Report, provided to the Shareholder Representative under this Section 3.10 shall be subject to a reasonable and customary confidentiality agreement between Buyer and the Shareholder Representative’s notice Purchaser . For the avoidance of doubt, each of the Milestone Payments shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following be payable only once upon the first achievement of the Additional Milestone corresponding Milestone, no amounts shall be due for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the subsequent or repeated achievement of any such Additional MilestoneMilestone and no more than one Milestone Payment under clauses (iii)-(vi) and (vii)-(x) of this Section 3.10, deliver respectively, shall be paid for each Preclinical Company Milestone Candidate. In accordance with the foregoing, the maximum total Milestone Payments payable by Buyer shall not exceed one billion six hundred million U.S. Dollars ($1,600,000,000). Notwithstanding anything herein to Purchaser the contrary, Buyer may only reduce the Milestone Payments pursuant to Section 11.8 and by the amount of any Transaction Expenses not previously deducted from amounts otherwise paid hereunder or any Transaction Expenses arising as a notice setting forth Sellers’ Representative’s determination that all or a portion result of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodapplicable.

Milestone Payments. In Within 30 calendar days after the event first achievement of each of the milestone events in part A of the table below, and within 45 calendar days after the end of the Calendar Quarter in which each of the milestone events in part B of the table below is first achieved (each such milestone event, a “Milestone Event”), Parent shall notify the Securityholders’ Representative that any Sellers believe that any Additional such Milestone Event has been achieved during (each such notice, a “Milestone Notice”). Parent shall, within 5 Business Days following the Post-Closing delivery of a Milestone PeriodNotice, pay, or cause to be paid, the Sellerspayment corresponding to the applicable Milestone Event (each, a “Milestone Payment,” and, collectively, the “Milestone Payments”), subject to Sections 1.9(j), 1.10(c), 1.12 and 8.8, to the Participating Securityholders by depositing, or causing to be deposited, with the Payment Agent, by wire transfer of immediately available funds to such bank account as may be designated by the Payment Agent, the applicable Milestone Payment payable to the Participating Securityholders, for further distribution to the applicable Participating Securityholders (in accordance with the applicable Milestone Payment Schedule) pursuant to Sections 1.5, 1.6 and 1.9. Promptly following receipt of each Milestone Notice, the Securityholders’ Representative shall provide notice deliver to Parent and the Payment Agent a spreadsheet setting forth the portion of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional applicable Milestone Payment payable to be paid to each Participating Securityholder in respect of such Additional Milestone. If Sellers’ Representative delivers Milestone Event (each such spreadsheet, a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional “Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment NoticeSchedule”). If Sellers’ Representative does , it being understood that Parent shall not deliver be obligated to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant deposit, or cause to a request for Confidential Treatment filed separately with be deposited, the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed amounts payable to agree that the Additional Milestone has not been met and no payment Participating Securityholders with respect to such Additional Milestone is due Payment with the Payment Agent until the parties have determined the aggregate amount payable to Sellers hereunder and Sellers shall have no further rights the Participating Securityholders with respect to such Milestone Payment, and Parent shall not be obligated to cause the Payment or any portion thereof. Such Post-Closing Assessment Notice may be Agent to further distribute such Milestone Payment to the Participating Securityholders until the Securityholders’ Representatives has delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior Payment Schedule (subject to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”Section 1.9(i)) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment NoticeParent. A representative of Purchaser, on the one hand, All payments to be made by Parent under this Section 1.13 shall be made in U.S. dollars and the Sellers’ Representative, on the other, shall attempt be paid by wire transfer in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Noticeimmediately available funds. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount Each of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Payments shall be deemed to payable one time only, for the first achievement of the corresponding Milestone Event, regardless of how many times such Milestone Event is achieved. In accordance with the foregoing sentence, the maximum total Milestone Payments that may be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five payable under this Section 1.13(a) is $360,000,000. Milestone Event Milestone Payment (5) days after the expiration of such fifteen (15) day time period.US$)

Milestone Payments. From time to time after the Closing, Buyer shall pay or cause to be paid any amounts owing pursuant to Exhibit A to the Securityholders, such payment obligations (if any) to be governed by the terms and conditions of Exhibit A and this Article III. Any such right is solely a contractual right and is not a security for purposes of any federal or state securities laws. In the event that Buyer becomes obligated pursuant to the terms and conditions of Exhibit A to make any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesto the Securityholders, Buyer shall pay, in its sole accordance with this Section 3.10 and reasonable discretion, that following the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled delivery to payment of all or any portion Buyer of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following updated spreadsheet indicating the achievement amount of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may to be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights paid to each Securityholder and each Option Promisee, cash in an amount equal to the applicable Milestone Payment, provided that that applicable Additional Payment (less any Milestone was actually achieved prior Set-Off permitted by Exhibit A) to the expiration of Securityholders by (a) depositing with the Paying Agent in an account designated by the Paying Agent in writing (for further distribution to the Stockholders, and, as applicable, the Option Promisees in accordance with this Agreement and the Consideration Spreadsheet, which payments will be made to each such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved Securityholder as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one handpromptly as practicable thereafter, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice event no later than five (5) days after Business Days following receipt thereof by the expiration Paying Agent) the portion of such fifteen Milestone Payment specified by the Stockholders’ Representative in writing to be paid by the Paying Agent, and (15b) day depositing with the payroll service provider of the Surviving Corporation or Buyer, as the case may be (for further distribution to the Employee Optionholders (in respect of their Employee Options and, as applicable, the Option Promisees), in accordance with this Agreement and the Consideration Spreadsheet, which payments will be made to each Employee Optionholder, with respect to their Employee Options, as promptly as practicable thereafter, and in any event no later than the first regularly scheduled payroll of the Surviving Corporation following receipt thereof by the Surviving Corporation) the portion of such Milestone Payment specified by the Stockholders’ Representative in writing to be paid through payroll. Each such Milestone Payment will be paid no later than the time periodprovided for in Exhibit A. The right of each Securityholder to receive such Securityholder’s Pro Rata Share of any Milestone Payment shall not be evidenced by any form of certificate or instrument, and does not represent any ownership or equity interest in the Company, the Surviving Corporation, Buyer or any of their respective Affiliates and does not entitle any Securityholder to voting rights or rights to dividend payments. The right of each Securityholder to receive such Securityholder’s Pro Rata Share of any Milestone Payment shall not be assignable or transferable except (i) by will or the laws of intestacy, (ii) by operation of law, (iii) by gift without consideration of any kind to a spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of such Securityholder, or (iv) to a trust that is and remains for the exclusive benefit of such Securityholder or its permitted transferees under clause (iii) above; provided, that, in each case, written notice of such assignment and transfer shall be promptly delivered to each of Buyer and the Stockholders’ Representative by the transferor or assignor (or such transferor’s or assignor’s estate), which notice shall expressly set forth the transferor or assignor and the transferee or assignee, the rights to which such transfer or assignment related and the effective date of such transfer; and, provided, further, that as a condition to such transfer or assignment, the parties to such transfer or assignment shall agree to provide to each of Buyer and the Stockholders’ Representative, at their respective request, any additional evidence of the transfer or assignment that Buyer or the Stockholders’ Representative, as the case may be, may reasonably request. None of Buyer, the Company, Surviving Corporation or any of their respective Affiliates or the Stockholders’ Representative shall give effect to any purported assignment or transfer made in contravention of this ‎Section 3.10. Following any assignment or transfer permitted under this ‎Section 3.10 and prior to the payment of any subsequent Milestone Payment (or upon Buyer’s reasonable request), the Securityholders’ Representative shall deliver to Buyer an updated Consideration Spreadsheet, which shall be considered the Consideration Spreadsheet for all purposes hereunder. The parties agree that for all income Tax purposes, any payment of any portion of any Milestone Payment (A) to the Stockholders shall be treated as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding provision of foreign, state or local law, as appropriate (subject to imputation of interest under Section 483 or Section 1274 of the Code), or (B) to the Optionholders shall be treated as compensation subject to applicable withholding Tax.

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) Within [***] days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following after the achievement of the Additional milestone event in part A, part B or part C of the table below, and within [***] days after the end of the Calendar Quarter in which each milestone event in part D of the table below is first achieved (each such milestone event, a “Milestone for which payment is dueEvent”), SellersParent shall notify the Securityholders’ Representative maythat such Milestone Event has been achieved (each such notice, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional “Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver Parent shall, within ten (10) Business Days following the delivery of a Milestone Notice, pay, or cause to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with be paid, the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights corresponding to the applicable Milestone Event (each, a “Milestone Payment,” and, provided that that applicable Additional collectively, the “Milestone was actually achieved prior Payments”), subject to Sections 1.10(d) and 8.9, to the expiration Participating Securityholders by depositing, or causing to be deposited, with (x) the Payment Agent, by wire transfer of immediately available funds to such bank account as may be designated by the Payment Agent, the portion of such Post-Closing Milestone PeriodPayment payable to the Participating Securityholders (other than the holders of Employee Options) and (y) the payroll account of the Surviving Entity (or any Affiliate thereof or successor thereto) or, if applicable, of any third party payroll services provider engaged by the Surviving Entity (or any Affiliate thereof or successor thereto), by wire transfer of immediately available funds to such bank account as may be designated by the Surviving Entity, the portion of such Milestone Payment payable to the holders of Employee Options, in each case, for further distribution to the applicable Participating Securityholders in accordance with the Contingent Payment Schedule and Sections 1.5, 1.6 and 1.9. All payments to be made by Parent under this Section 1.12 shall be made in U.S. dollars and shall be paid by wire transfer in immediately available funds. Notwithstanding the foregoing, in the event that the PKU Enrollment Milestone Payment is payable, Parent shall have the option, at its sole discretion, to pay such PKU Enrollment Milestone Payment in cash or shares of Parent Common Stock. If Purchaser Parent elects to pay such PKU Enrollment Milestone Payment in shares of Parent Common Stock, Parent shall object deposit with the Payment Agent the number of shares of Parent Common Stock equal to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of such PKU Enrollment Milestone Payment divided by the Parent Stock Price, as determined on the date the applicable Milestone Event was achieved, for further distribution to the applicable Participating Securityholders in accordance with the Contingent Payment Schedule and Sections 1.5, 1.6 and 1.9. Each of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Payments shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in payable one time only, for the Post-Closing Assessment Notice no later than five first achievement of the corresponding Milestone Event, regardless of how many times such Milestone Event is achieved. Milestone Event Milestone Payment (5) days after the expiration of such fifteen (15) day time period.US$)

Milestone Payments. In (a) Following the event that occurrence (or deemed occurrence pursuant to the definitions in Annex A) of any Sellers believe that of the events set forth in Annex A under “Milestone Event” (each a “Milestone”), whether achieved by or on behalf of Parent or any Additional of its Affiliates or Sublicensees or any Milestone has been achieved during the Post-Closing Milestone PeriodObligor, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlierParent shall, within thirty (30) days Business Days following each such event, deposit or cause to be deposited the amount of Purchaser’s determination that cash in U.S. dollars set forth in Annex A under “Milestone Payment” opposite such Additional Milestone has been achieved(each, Purchaser a “Milestone Payment”) to an account designated in writing by the Paying Agent. The Equityholders Representative shall notify Sellers’ Representative cause the Paying Agent to pay such amount to the Equityholders in accordance with Section 1.5 and Section 1.12, in each case subject to any right of its determination set-off pursuant to Section 8.6 and pay less (i) any withholding on such amount by Parent pursuant to Sellers Section 1.8(g) and (ii) the Additional Milestone Payment payable in respect portion of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesamount, in its sole and reasonable discretionif any, that would otherwise be paid with respect to Dissenting Shares; provided, however, that the applicable Additional Milestone has not been achieved, then, within thirty Payments shall be subject to withholding for the escrow provisions set forth in Section 1.10. Each of the Milestone Payments shall be payable one (301) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following time only on the initial achievement of the Additional applicable Milestone. The maximum aggregate amount of Milestone for which payment Payments that may be payable by Parent is due, Sellers$280,000,000. Once a Milestone Payment has been paid as directed by the Equityholders’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month periodthis Section 1.13(a), then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers Parent shall have no further rights obligations to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after Person, including, without limitation, the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights Equityholders, with respect to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount portion of the Milestone Payment specified in so paid, other than to reasonably cooperate with the Post-Closing Milestone Dispute Notice is due hereunderEquityholders’ Representative to process and pay, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration through its or its Affiliate’s payroll system, any portion of such fifteen (15) day time periodMilestone Payment that constitutes an Option Contingent Payment payable to Company Optionholders who are current or former employees and subject to Tax withholding, and to perform its obligations pursuant to Section 8.6.

Milestone Payments. In (a) Upon the event that first occurrence of any Sellers believe that of the events set forth in the table below under “Milestone Trigger Event” (each a “Milestone”), Parent shall promptly (and in any Additional Milestone has been achieved during event, (x) in the Post-Closing Milestone Periodcase of the Initiation of Phase III Clinical Trial Milestone, the Sellers’ Representative shall provide notice US Approval Milestone or the EU Approval Milestone, no later than ten (10) Business Days thereafter and (y) in the case of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional the First Net Sales Milestone has been achieved during or the PostSecond Net Sales Milestone, no later than forty-Closing Milestone Period, then within thirty five (3045) days of such notice from Sellers’ Representative or, if earlier, within thirty (30Business Days thereafter) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such deliver a notice and Purchaser determines, in its sole and reasonable discretion, that to the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify SellersEquityholders’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is dueoccurrence and, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following SellersBusiness Days of such notice, deposit or cause to be deposited the amount of cash in U.S. dollars set forth in the table below under “Milestone Payment” opposite such Milestone subject to the adjustment set forth in Section 2.9(l) (each, a “Milestone Payment”) with the Equityholders’ Representative or its designated agent, in each case subject to the right of set-off set forth in Section 2.10 and withholding rights set forth in Section 3.4 and less the portion of such amount, if any, allocable to Dissenting Shares. Each Milestone Payment shall be paid by or on behalf of Parent in immediately available funds by wire transfer to an account of the Equityholders’ Representative or its designated agent with a bank designated by the Equityholders’ Representative by notice to Parent, which notice shall be delivered within two (2) Business Days of the Equityholders’ Representative’s delivery receipt of notice of the Post-Closing Assessment NoticeMilestone Trigger Event and shall include the name of the Equityholders’ Representative’s designated agent, if any. A representative Upon receipt of Purchaserany Milestone Payment, on the one handEquityholders’ Representative shall pay or cause to be paid to each Equityholder who is not a holder of Dissenting Shares, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections event within fifteen (15) days Business Days, its Contingent Allocation with respect to the Milestone Payment. Following the payment of any Milestone Payment to the receipt by Sellers Equityholders’ Representative or its designated agent, each Equityholder shall look only to the Equityholders’ Representative (and not to Parent, the Surviving Corporation or any of their respective Affiliates) to receive such Equityholder’s Contingent Allocation with respect to such Milestone Payment. It is expressly understood and agreed that Parent, the Post-Closing Surviving Corporation and their respective Affiliates shall have no Liability to any Equityholder for its Contingent Allocation with respect to any Milestone Dispute Notice. If no Post-Closing Payment so long as such Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone Payment has been achieved, and that paid by or on behalf of Parent to the amount of Equityholders’ Representative or its designated agent. Notwithstanding anything to the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts contrary set forth in this Agreement, in the Post-Closing Assessment Notice no later than five event that Parent fails to deliver timely notice of a Milestone Trigger Event to the Equityholders’ Representative or fails to deposit any Milestone Payment, in each case in accordance with this Section 2.9(a), then the applicable Milestone Payment shall bear interest from the date upon which such Milestone occurred until the date of deposit with the Equityholders’ Representative or its designated agent at a rate per annum equal to (5i) days after the expiration prime rate as published in the Wall Street Journal, Eastern Edition in effect from time to time during such period plus (ii) one percent (1%). Milestone Trigger Event Milestone Payment Initiation of such fifteen (15) day time period.Phase III Clinical Trial Milestone $[**redacted**] US Approval Milestone $[**redacted**] EU Approval Milestone $[**redacted**] First Net Sales Milestone $[**redacted**] Second Net Sales Milestone $[**redacted**]

Milestone Payments. In 11.7.31.1 Contract milestone payments to occur as follows: Vol 3B, October 2008 APPENDICES TO SPECIAL CONDITIONS OF PARTICULAR APPLICATION Section 12 WORK PACKAGE MOPU-0035 AUTOCLAVE INTERNAL EQUIPMENT INSTALLATION TABLE OF CONTENTS Negotiated Deed of Release Agreed Form of Bank Guarantee APPENDIX 5/O Contractor: Work Package: To: LGL WITH RESPECT TO THE ABOVE REFERENCED CONTRACT (hereinafter called the event “Contract”) KNOW ALL MEN BY THESE PRESENTS that any Sellers believe that any Additional Milestone has been achieved during we the Post-Closing Milestone Periodabove referenced Contractor (hereinafter called the “Contractor” which term includes successors and assigns) for and in consideration of the Adjusted Contract Sum in the amount of: and after deduction of backcharges and other adjustments, the Sellers’ Representative net payment to us of: (Agreed Net Payment) hereby remises, releases and forever discharges LGL and the Owner as defined in the Contract and their respective present and former directors, officers, agents, servants and employees, (all of which are hereinafter called the “Releases” which term includes successors and assigns,) of and from all actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, forfeitures, damages, claims and demands whatsoever in law or in equity which we, the said Contractor ever had, now have, or hereafter can, shall provide notice or might have, in connection with payment for the supply of such achievement to Purchaserlabour, materials, services or equipment through the date hereof in connection with the Contract or other agreements, understandings or arrangements entered into in connection therewith. If Purchaser determines It is further agreed that for the consideration and Agreed Net Payment aforesaid, the Contractor will not make any claim or commence or maintain any action or proceeding against any person or corporation or the Crown in its sole which any claim could arise against the Releases or any of them for contribution or indemnity or any other relief over. The Contractor shall indemnify and reasonable discretion save harmless the Releases against and from any and all losses, costs and damages (including legal fees on a solicitor/ lawyer and client basis for full indemnification and disbursements) which the Releases or any of them may suffer or incur in connection with any breach of any of the foregoing agreements of the Contractor contained in this Release, any nonobservance by the Contractor of any of the provisions of this Release, or any claim that such Additional Milestone has been achieved during may be made by any Subcontractor, Supplier, employee or agent of the Post-Closing Milestone Period, then within thirty (30) days Contractor against the Releases or any of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable them in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesany cause, matter or thing existing up to the date hereof arising out of or in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement respect of the Additional Milestone Contract or other agreements, understandings or arrangements entered into in connection therewith, including without limitation, any claim for which payment is due, Sellers’ Representative may, not later than twelve lien. IN WITNESS WHEREOF we the said Contractor have executed these presents according to our proper rules and regulations Dated this Day of 200 SIGNED for and on behalf of the Contractor by its duly constituted attorneys: In the presence of: Name of Witness: Address of Witness: APPROVED FORM OF BANK GUARANTEE (12To be typed on Bank Letterhead) months following To: Lihir Gold Limited (“the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment NoticeCompany”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In Licensee shall pay to TSRI the event that any Sellers believe that any Additional following non-creditable, non-refundable amounts (each, a “Milestone has been achieved during Payment”) for the Post-Closing Milestone Period, achievement of the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then following product development milestone events within thirty (30) days of the first occurrence of each milestone for the first of each New Licensed Product to meet such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional milestone as follows: In the Non-Exclusive Territory: Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Event Milestone Payment for the first of each New Licensed Product that achieves the Milestone Event First Commercial Sale for human therapeutic use in the Non-Exclusive Territory U.S. $ [ *] [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. In the Exclusive Territory: Milestone Event Milestone Payment for the first of each New Licensed Product that achieves the Milestone Event First Regulatory Approval for human therapeutic use in the Exclusive Territory U.S. $ [ *] First anniversary of the First Commercial Sale for human therapeutic use in the Exclusive Territory U.S. $ [ *] Each Milestone Payment above shall only be due for the first of each New Licensed Product to first achieve the corresponding milestone event. Notwithstanding anything to the contrary, salts, solvates, hydrates, morphological forms, prodrugs and/or metabolites of any API of a particular New Licensed Product, and any formulations of any of the foregoing, shall not be construed as rendering the Licensed Product containing such salts, solvates, hydrates, morphological forms, prodrugs and/or metabolites a new and distinct New Licensed Product for purposes of this Section 4.2. Each Milestone Payment shall only be due and payable once with respect to the first of each New Licensed Product to achieve a particular milestone event, regardless of the number of Regulatory Approvals received by all such New Licensed Products or number of countries in which any such New Licensed Product is sold or receives Regulatory Approval. Any Milestone Payment that Licensee makes to TSRI for a milestone event achieved by a Sublicensee will be credited against Sublicense Payments that are due with respect to Sublicense Revenues received in connection with achievement of the same or substantially similar milestone event and only up to the amount of the Sublicense Payment due hereunder with respect to the Sublicense Revenues received with respect to the achievement of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesmilestone event (i.e., in its sole and reasonable discretion, that no carry forward credit if the applicable Additional Milestone has not been achieved, then, within thirty (30) days credit from the milestone payment exceeds the amount of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled the Sublicense Payment due for the Sublicense Revenues received with respect to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all same or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”substantially similar milestone event). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In Upon the event occurrence and simultaneous with the closing of the Milestone Event, Borrowers shall be obligated to pay and shall tender to each Lender it Pro Rata Share of payments (each, a “Milestone Payment”) determined with reference to when the Milestone Event occurs and to the portion of the Commitment that any Sellers believe that any Additional Milestone has been achieved during drawn or utilized by Borrowers, as shown in the Post-Closing Milestone Periodfollowing two tables, the Sellers’ Representative first of which relates to the Growth Capital Loan Commitment, and the second of which relates to the Additional Growth Capital Loan Commitment. Each Milestone Payment shall provide notice of such achievement be tendered to Purchaser. If Purchaser determines Lenders in its sole and reasonable discretion cash, except that such Additional if the Milestone has been achieved during the Post-Closing Milestone PeriodEvent is an IPO, then within thirty Parent may (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights subject to the applicable Milestone Payment25% limitation in the proviso below) elect, provided that that applicable Additional Milestone was actually achieved by written notice to Lenders at least 10 days prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery closing of the Post-Closing Assessment Notice. A representative IPO, to tender to each Lender in lieu of Purchaser, cash that number of shares of common stock having an aggregate value based on the one hand, and per share offering price of Parent’s common stock to the Sellers’ Representative, on the other, shall attempt in good faith public equal to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the applicable Milestone Payment specified (in which event such shares shall be tendered no later than five days after the effective date of the IPO, and such shares shall be subject to no transfer restrictions(other than those imposed by federal and state securities laws, except for any customary lock-up agreement that has also been executed by executive officers of Borrower and holders of 1% or more of Parent’s common stock, not to exceed 180 days after the effective date of the IPO (unless such period is extended to enable the underwriters to comply with NASD Rule 2711(f)); provided, however, that notwithstanding such election by Parent, at least twenty-five percent (25%) of each Milestone Payment shall be paid by Borrowers in the Post-Closing form of cash. Table 1 assumes that Borrowers have drawn upon the entire $7,500,000 of the Growth Capital Loan Commitment; the Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those Payment amounts set forth in Table 1 shall be reduced pro rata if less than $7,500,000 has been drawn as of the Post-closing of the Milestone Event. Table 1 Months From Closing Assessment Notice no later Date Until Milestone Event Milestone Payment Amount 0 - 24 $1,500,000 25 or more $2,250,000 Table 2 assumes that Lenders have made available and that Borrowers have drawn upon the entire $5,000,000 of the Additional Growth Capital Loan Commitment; the Milestone Payment amounts set forth in Table 2 shall be reduced pro rata if less than five (5) days after $5,000,000 has been drawn as of the expiration closing of such fifteen (15) day time period.the Milestone Event. Table 2 Months From Closing Date Until Milestone Event Milestone Payment Amount 0 - 24 $800,000 25 or more $1,000,000

Milestone Payments. During the term of this Agreement, Sorrento shall pay to ACEA the amounts set forth below upon the first achievement of the corresponding milestone event by Sorrento or its Affiliates (or their respective Sublicensees) hereunder with respect to Royalty-Bearing Products (each, a “Milestone Payment”) and each undisputed Milestone Payment shall be payable within fifteen (15) Business Days of achievement of the corresponding milestone events. For clarity, each Milestone Payment under this Section 4.2 shall be payable only once for the first achievement by Sorrento or its Affiliates (or their respective Sublicensee) of such milestone event and for each of the regulatory milestones from (A) to (D) as listed below with respect to the first Royalty-Bearing Product to achieve such milestone. In addition, for clarity, Sorrento shall pay each milestone based on Net Sales from (E) to (G) as listed in the table immediately below on the first time that the aggregate of all Net Sales of all Royalty-Bearing Products by Sorrento, its Affiliates (or their respective Sublicensee) equals or exceeds the applicable threshold for such milestone. Notwithstanding anything to the contrary contained herein, each Milestone Payment may be comprised of (i) cash or (ii) any combination of cash and common stock of Sorrento in any case as determined by Sorrento; provided that no more than fifty percent (50%) of any Milestone Payment will be paid in common stock. In the event that Sorrento satisfies all or portion of any Sellers believe that any Additional Milestone has been achieved during Payment obligation through the Post-Closing delivery to ACEA of shares of Sorrento common stock (with respect to each such Milestone PeriodPayment, the Sellers’ Representative “Milestone Payment Shares”), the per share price used for calculating the number of Milestone Payment Shares issued shall provide notice be the 10-Day VWAP of such achievement to Purchaser. If Purchaser determines in its sole shares (the “Milestone Per Share Price”) and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice Shares shall be registered and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received freely tradable within thirty (30) days following issuance. In the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that event Sorrento satisfies all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in obligation through the Post-Closing delivery to ACEA of Milestone Dispute Notice Payment Shares and the Milestone Per Share Price is due hereunderless than the closing price per share of Sorrento’s common stock, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in as reported on The Nasdaq Stock Market LLC on the Post-Closing Assessment Notice no later than five (5) days date that is six months after the expiration date of such fifteen issuance of the Milestone Payment Shares, as applicable (15the “Milestone Payment 6-Month Price”), Sorrento shall reimburse ACEA for the difference in value through (a) day time periodthe payment of cash, (b) the delivery of additional shares of Sorrento common stock valued at the Milestone Payment 6-Month Price or (c) a combination of the foregoing, in any case as determined by Sorrento in its sole discretion.

Milestone Payments. In consideration of the event that any Sellers believe that any Additional Milestone has been achieved right to Develop and Commercialize the Product in the Territory subject to the terms of this Agreement, Licensee shall pay to VBL the milestone payments described in this Section 8.2 following achievement (first occurrence) during the Post-Closing Milestone PeriodRoyalty Term of the corresponding milestone event. A Party shall promptly notify the other Party in writing of, but in no event later than ten (10) days after, the Sellers’ Representative shall provide notice achievement (first occurrence) of each such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Periodmilestone event (each, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notification Notice”) achieved by it. Licensee shall pay the applicable milestone payment relating to Sellers’ Representative regulatory milestones by wire transfer of immediately available funds into an account designated by VBL within fifteen (15) days following Sellers’ Representative’s delivery of Business Days after the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount date of the Milestone Payment specified Notification Notice; provided, however, that in no event shall a failure to deliver a Milestone Notification Notice relieve Licensee of its obligation to pay VBL the milestone payments described in this Section 8.2. Licensee shall pay milestone payments for sales-based milestones within 90 days after the end of the Calendar Year in which a sales-based milestone is achieved. If multiple sales milestones are achieved in the Post-Closing Milestone Dispute Notice same Calendar Year they will be paid at such time. Each such milestone payment shall be payable only once regardless of how many times the milestone event is achieved. Each such milestone payment is nonrefundable and noncreditable against any other payments due hereunder, except as set forth below. With respect to Sales Based Milestone Payments set forth below, Licensee may deduct, one time only with respect to each applicable deduction amount, any amount paid by Licensee to VBL under Section 8.3.2 below on Sublicense Income earned by Licensee from Sublicensees on account of the achievement of specified levels of sales of Product in the Territory, which deduction shall be deemed applied to any subsequent Sales Based Milestone Payment to be accepted and Purchaser shall pay made by Licensee to Sellers those amounts VBL hereunder. With respect to Regulatory Milestone Payments set forth below, Licensee may deduct, one time only with respect to each applicable deduction amount, any amount paid by Licensee to VBL under Section 8.3.2 below on Sublicense Income earned by Licensee from Sublicensees on account of the achievement of a regulatory milestone in the PostTerritory; provided that such deductions shall be on an indication-Closing Assessment Notice no later than five by-indication basis, so that Licensee may only deduct from a Regulatory Milestone Payment owed to VBL relating to a particular indication, Sublicense Income Payments previously made to VBL on account of Sublicense Income earned by Licensee for the achievement of a regulatory milestone relating to the same indication (5) days after including milestones for pre-commercialization activities, [***]). [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] By way of illustration of the expiration of such fifteen (15) day time period.above calculations: ● [***] ● [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED. ● [***]

Milestone Payments. In (a) Upon the event that occurrence of each of the events set forth in Table 1.14 under “Milestone Trigger Event” (each a “Milestone Trigger Event”) by Parent, its Affiliates, licensees or sublicensees, Parent shall promptly (and in any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Periodevent, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30no later than [***] thereafter) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such deliver a notice and Purchaser determines, in its sole and reasonable discretion, that to the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify SellersStockholders’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled occurrence and, no earlier than [***] and no later than [***] following such notice, (i) issue to payment each Milestone Payment Recipient such Milestone Payment Recipient’s Contingent Allocation of all or any the portion of an Additional the applicable Milestone Payment hereunder which they have not received within thirty set forth in Table 1.14 under “Milestone Payment” opposite such Milestone Trigger Event (30each, a “Milestone Payment”) days following (if any) that is payable in the form of Milestone Stock Consideration, (ii) deposit or release, or cause to be deposited or released, as applicable, the cash portion of the applicable Milestone Payment of immediately available funds by wire transfer with the Exchange Agent for further distribution to the Milestone Payment Recipients, and (iii) issue, deposit or release, as applicable, to each Milestone Payment Recipient such Milestone Payment Recipient’s Contingent Allocation of the aggregate forfeitures under the Carveout Plan that occurred after achievement of the Additional relevant Milestone for which payment is dueand after the Milestone Trigger Event immediately preceding such Milestone Trigger Event, Sellers’ Representative may, not later than twelve (12in each case subject to the provisions of Sections 1.14(b) months following and 1.15 and withholding rights set forth in Section 1.12 and less the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional amounts, if any, allocable to Dissenting Shares. Upon receipt of any such Milestone Payment is due under this Agreement made in cash, the Exchange Agent shall promptly pay or cause to be paid to each Milestone Payment Recipient entitled to receive such payment in cash, and in any event within ten (10) Business Days of such receipt, its Contingent Allocation with respect to the “Post-Closing Assessment Notice”)Milestone Payment. If Sellers’ Representative does Following the payment of any Milestone Payment to the Exchange Agent for further distribution to the Milestone Payment Recipients, each Milestone Payment Recipient shall look only to the Exchange Agent (and not deliver to Purchaser a Post-Closing Assessment *** Portions Parent, the Surviving Corporation or any of this page have been omitted pursuant their respective Affiliates) to a request for Confidential Treatment filed separately with the Commission. Notice within receive such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment Payment Recipient’s Contingent Allocation with respect to such Additional Milestone Payment. It is due to Sellers hereunder expressly understood and Sellers agreed that Parent, the Surviving Corporation and their respective Affiliates shall have no further rights Liability to any Milestone Payment Recipient for its Contingent Allocation with respect to any Milestone Payment so long as such Milestone Payment has been paid by or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration on behalf of the Post-Closing Milestone Period without affecting Sellers’ rights Parent to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior Exchange Agent for further distribution to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified Recipients. Parent shall pay interest on any undisputed Milestone Payment that is not paid on or before the date such payments are due under this Agreement, taking into account any reasonable delays due to wire or other bank transfer processes or as otherwise agreed upon by the parties, at an annual rate equal to: (a) the prime rate as published in the Post-Closing Wall Street Journal, Eastern Edition in effect from time to time during such period plus (b) [***], calculated on the total number of days payment is delinquent. The Milestone Dispute Notice is due hereunder, shall be deemed to be accepted Trigger Events and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.Milestone Payments are as follows: Table 1.14

Milestone Payments. In The Payors shall make a milestone payment to UBC for the benefit of UBC and AlCana based on achievement of each of the milestone events listed below by such Payor or any Related Parties for Licensed Products that are directed to a particular Target. Such Payor shall notify UBC for the benefit of UBC and AlCana in writing of the achievement of each such milestone event that any Sellers believe that any Additional Milestone has been achieved during and pay to UBC for the Post-Closing Milestone Period, benefit of UBC and AlCana the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then applicable payment amount set forth below within thirty (30) [**] days of such notice from SellersPayor’s or its Related Parties’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestonemilestone event for each such Licensed Product. Each milestone payment hereunder shall be payable only once by a Payor and its Related Parties with respect to each Target, deliver regardless of the number of times the same milestone is achieved with respect to Purchaser such Target by a notice setting forth Sellers’ Representative’s determination that all or Licensed Product. For clarity, once either Payor has made a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no particular milestone payment with respect to a Licensed Product that is directed to a particular Target, neither Payor will have any obligation to make such Additional Milestone milestone payment again with respect to any other Licensed Product that is due directed to Sellers hereunder the same Target. For example, in the event that further clinical development of a Licensed Product with respect to which one or more milestones payments have been made (an “Original Product”) is halted, and Sellers such Licensed Product is replaced in development by a Confidential different Licensed Product directed to the same Target (a “Backup Product”), then neither Payor shall have no further rights be obligated to make any payments with respect to milestones achieved by the Backup Product for which a milestone payment has already been made with respect to the Original Product. However, if such Original Product or Backup Product is subsequently directed to a different Target, then the Payor making such redirection shall be obligated to make any payments with respect to the milestones achieved by such Original Product or Backup Product directed to such Milestone Payment or any portion thereofdifferent Target. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved Except as set forth in the Post-Closing Assessment Noticeabove, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, each milestone payment shall be deemed to be accepted nonrefundable and Purchaser shall pay to Sellers those amounts set forth in the Postnon-Closing Assessment Notice no later than five creditable against any other payments due under this Schedule 2. Payment Milestone Event Amount (5U.S. $) days after the expiration of such fifteen (15) day time period.[**] [**] [**] [**] [**] [**] [**] [**] [**] [**]

Milestone Payments. In The Executive hereby agrees that the event that any Sellers believe that any Additional Milestone Executive has been achieved during paid the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Performance Milestone Payment payable and related interest thereon provided for in respect Section 4.A(b)(i)(A) of such Additional Milestone. If Sellers’ Representative delivers such a notice the Existing Agreement and Purchaser determines, in its sole and reasonable discretion, that earned the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled right to payment of all or any portion of an Additional the Performance Milestone Payment hereunder which they have not received within thirty (30and related interest thereon provided for in Section 4.A(b)(i)(B) days following the achievement of the Additional Existing Agreement (such latter milestone payment, the “Remaining Earned Milestone for which payment is duePayment”). Subject to Sections 4.A(b) and 6(d) below, Sellers’ Representative may, not later than twelve (12) months following in consideration of the achievement Executive’s performance of such Additional Milestone, deliver the Executive’s obligations owed to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due the Company under this Agreement (and in full satisfaction of any and all obligations of the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver Company to Purchaser a Post-Closing Assessment *** Portions pay Milestone Payments to the Executive under Section 4.A(b) of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month periodExisting Agreement, then Sellers shall have been deemed to the Executive and the Company hereby agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser Company shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days Executive one fourth of the Remaining Earned Milestone Payment on September 30, 2003 and one fourth of the Remaining Earned Milestone Payment upon the sale of Company golf course assets after the expiration Effective Date, whereby the Company receives more than One Million Two Hundred Thousand Dollars ($1,200,000) of net cash proceeds. The remaining one half of the Remaining Earned Milestone Payment shall be paid to the Executive upon the sale of Company golf course assets after the Effective Date, whereby the Company receives more than Two Million Five Hundred Thousand Dollars ($2,500,000) of net cash proceeds, and such fifteen (15receipts are not subject to holdback, claw-backs or any escrow or other limitations. The Remaining Earned Milestone Payment shall be paid as provided for above by the Company to the Executive by check or wire transfer. The Executive and the Company agree that the Remaining Earned Milestone Payment represents full and final payment of any and all obligations of the Company to the Executive under Section 4.A(b) day time periodof the Existing Agreement.