Common use of Development Milestone Payment Clause in Contracts

Development Milestone Payment. (i) If, on or prior to the last date of provision of Symphion-related Seller Services, as defined in and pursuant to the Transition Services Agreement (the “Development Due Date”), Parent achieves the Development Milestone, then Buyer shall pay the Development Milestone Payment in accordance with this Section 2.07(b). If the Development Milestone is not achieved by the Development Due Date, then Parent shall, or shall cause its Affiliates to, within ten (10) Business Days of the Development Due Date, deliver to Buyer all books and records, including any work in progress, held by Parent or its Affiliates related to the achievement of the Development Milestone. (ii) Parent shall, or shall cause its Affiliate to, deliver to Buyer a written status update as to the progress towards the Development Milestone (each, an “Update Report”) not less frequently than once per calendar month until the earlier of the achievement in full of the Development Milestone and the Development Due Date. Such Update Reports shall include reasonably detailed information as to the progress of the Development Milestone, including status with respect to regulatory filings, if any. Upon achievement of the Development Milestone, Parent shall, or shall cause its Affiliates to, deliver to Buyer written notice of such achievement, together with all modifications, software, files, regulatory filings, required deliverables and any other books and records held by Parent or its Affiliates related to the achievement of the Development Milestone. (iii) Subject to Buyer’s right of setoff in accordance with Section 7.04(d)(iv), within twelve (12) months following achievement of the Development Milestone, Buyer shall deliver, or cause to be delivered, to Parent the Development Milestone Payment (A) by wire transfer in immediately available funds to an account or accounts designated in writing by Parent not fewer than three (3) Business Days prior to the date such Development Milestone Payment becomes payable, or (B) should Buyer be insolvent and not have sufficient available funds to pay the Development Milestone Payment in cash on the date such Development Milestone Payment becomes payable, at Parent’s election, (x) Buyer shall issue to Parent a number of Buyer Series D Preferred Stock equal to the Development Milestone Payment divided by the Buyer Series D Preferred Stock Price, rounded to the nearest whole share or (y) if at any time after Closing Buyer has an equity raise of at least $3 million (a “Subsequent Equity Raise”), Buyer shall issue to Parent a number of shares of the class or series of Buyer Capital Stock issued in such Subsequent Equity Raise equal to the Development Milestone Payment divided by the price per share of the Buyer Capital Stock issued in such Subsequent Equity Raise (the “Subsequent Equity Raise Stock Price”), rounded to the nearest whole share.