Milestone 2. Milestone 2 shall be satisfied upon the achievement of freedom to operate (as specified below) with respect to relevant claims in the Interfering Patent for Fluidigm’s Topaz3 crystallization microprocessor, as determined by Fluidigm in its sole discretion that either (i) a U.S. patent has issued from an application listed on Exhibit D or subsequent applications claiming priority thereto with claims that the USPTO has determined are entitled to priority in view of claims in the Interfering Patent and which claims cover the Topaz crystallization microprocessor, or (ii) a cross-license for the Technology has been signed by Fluidigm and a third party controlling the Interfering Patent and related applications such that the interference is terminated and Fluidigm has freedom to operate with respect to the Interfering Patent and related filings. Within thirty (30) days after such determination by Fluidigm, Fluidigm will issue shares of its stock having a value of $1,500,000 (based on the fair value at the time Milestone 2 is achieved), subject to compliance with applicable securities laws. In addition, (i) Fluidigm will enter into a non-transferable site license with Athersys, Inc. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (“Athersys”) under which Athersys will have the right to use the Technology for internal drug efforts, but not to provide service or equipment to third parties.
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Milestone 2. Milestone 2 shall be satisfied upon the achievement of freedom to operate (as specified below) with respect to relevant claims in the Interfering Patent for Fluidigm’s Topaz3 crystallization microprocessor, as determined by Fluidigm in its sole discretion that either (i) a U.S. patent has issued from an application listed on Exhibit D or subsequent applications claiming priority thereto with claims that the USPTO has determined are entitled to priority in view of claims in the Interfering Patent and which claims cover the Topaz crystallization microprocessor, or (ii) a cross-license for the Technology has been signed by Fluidigm and a third party controlling the Interfering Patent and related applications such that the interference is terminated and Fluidigm has freedom to operate with respect to the Interfering Patent and related filings. Within thirty (30) days after such determination by Fluidigm, Fluidigm will issue shares of its stock having a value of $1,500,000 (based on the fair value at the time Milestone 2 is achieved), subject to compliance with applicable securities laws. In addition, (i) Fluidigm will enter into a non-transferable site license with Athersys, Inc. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (“Athersys”) under which Athersys will have the right to use the Technology for internal drug efforts, but not to provide service or equipment to third parties.
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