Common use of Milestone Consideration Clause in Contracts

Milestone Consideration. Licensee shall provide the following consideration or Milestone Payments as defined in this Section 3(a)(i) through (vii) to Licensor based upon Licensee’s achievement of the Milestones (whether achieved before or after the dates specified); except, pursuant to Section 3(b), Milestone Payments defined in Section 3(a) iv, v, vi, and vii shall not be awarded, and Licensee shall not be liable for such Milestone Payment prior to the occurrence of a Revenue Event or Events, which generate revenue sufficient to fund such Milestone Payment or Payments or portion(s) thereof as described in the procedure in Section 3(b): (i) No later than thirty (30) days after the achievement of Milestone 1, Licensee shall award to Licensor an issuance of One Hundred Thousand (100,000) shares of Licensee’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Milestone Shares”) (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as of the Effective Date; (ii) No later than thirty (30) days after the achievement of Milestone 2, Licensee shall award Licensor an issuance of Fifty Thousand (50,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as of the Effective Date; (iii) No later than five (5) business days after the achievement of Milestone 3, Licensee shall award to Licensor consideration in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00). The Parties acknowledge receipt of payment of this Milestone Payment, in the form of 331,859 Milestone Shares, in lieu of cash, by mutual agreement, dated October 21, 2023, as of the Effective Date; (iv) Provided Milestone 4 is achieved, Licensor shall be eligible for the award of cash consideration in the amount of Two Million Dollars ($2,000,000.00) to be awarded by the Licensee pursuant to the procedure described in Section 3(b); (v) Provided Milestone 5 is achieved, Licensor shall be eligible for the award of a cash consideration in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) to be awarded by the Licensee pursuant to the procedure described in Section 3(b); (vi) Provided Milestone 6 is achieved, no later than thirty (30) days after the achievement of Milestone 6, Licensee shall award to Licensor an issuance of One Hundred Thousand (100,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events); and (vii) Provided Milestone 7 is achieved, at Licensor’s sole option, Licensor shall be eligible for the award of: (A) a cash consideration in the amount of Five Million Dollars ($5,000,000.00) pursuant to the procedure defined in Section 3(b) and no Milestone Shares; or (B) Five Hundred Thousand (500,000) Milestone Shares and no cash consideration (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). Provided a Revenue Event has not occurred when Milestone 7 is achieved. Licensor shall have until a Licensee’s Revenue Event to select either of the two awards set forth in this Section 3(a)(viii). Cash consideration awarded the Licensor as provided herein, shall be applicable for remittance pursuant to the Procedure specified in Section 3(b).

Milestone Consideration. Licensee shall provide In partial consideration of the following consideration or Milestone Payments as defined license and other rights granted herein and subject to the terms and conditions set forth in this Section 3(a)(i) through Agreement, upon achievement after the Effective Date of any milestone event listed below (viieach a "Milestone Event"), Myriad shall pay a milestone consideration (each a "Milestone Consideration") to Licensor based upon Licensee’s achievement of the Milestones (whether achieved before or after the dates specified); except, pursuant to Section 3(b), Milestone Payments defined in Section 3(a) iv, v, vi, and vii shall not be awarded, and Licensee shall not be liable for such Milestone Payment prior to the occurrence of a Revenue Event or Events, which generate revenue sufficient to fund such Milestone Payment or Payments or portion(s) thereof as described in the procedure in Section 3(b): (i) No later than within thirty (30) days after following achievement of such Milestone Event; provided, however, that the -------- ------- Milestone Consideration payable in connection with the Fourth Milestone Event shall be payable within ninety (90) days following the achievement of the Fourth Milestone 1Event, Licensee all in accordance with the following: Milestone Event Milestone Consideration --------------- ----------------------- [ ] For clarification, each Milestone Consideration shall award be payable only for the first occurrence of each corresponding Milestone Event achieved in respect of the Licensed Product. At Myriad's sole discretion, up to One Hundred Percent (100%) of each Milestone Consideration payable to Licensor an issuance of One Hundred Thousand (100,000) shares of Licensee’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Milestone Shares”) (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as of the Effective Date; (ii) No later than thirty (30) days after the achievement of Milestone 2, Licensee shall award Licensor an issuance of Fifty Thousand (50,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as of the Effective Date; (iii) No later than five (5) business days after the achievement of Milestone 3, Licensee shall award to Licensor consideration in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00). The Parties acknowledge receipt of payment of this Milestone Payment, in the form of 331,859 a cash investment by Myriad in shares of Series B Preferred Stock, $.001 par value per share, of the Licensor (the "Series B Preferred Stock"); provided, -------- however, that Myriad shall purchase not less than the minimum number of Series B ------- Preferred Stock as is provided for in the Stock Purchase Agreement. The purchase price for each such investment shall be fully credited on a dollar-for-dollar basis against such Milestone SharesConsideration. Any investments to be made by Myriad in Series B Preferred Stock of Licensor under this Section 4.2 shall be pursuant to the Stock Purchase Agreement. The First Milestone Event shall result in the Second Closing, as defined in lieu the Stock Purchase Agreement. The Second Milestone Event shall result in the Third Closing, as defined in the Stock Purchase Agreement. The Third Milestone Event shall result in the Fourth Closing, as defined in the Stock Purchase Agreement. The Fourth Milestone Event shall result in the Fifth Closing, as defined in the Stock Purchase Agreement. Fifty percent (50%) of each such Milestone Consideration shall, at the sole discretion of Licensor, be payable in the form of cash, by mutual agreement, dated October 21, 2023, as or any combination of the Effective Date; (iv) Provided cash and Myriad common stock. The value of any such Myriad common stock used to pay any Milestone 4 is achieved, Licensor Consideration shall be eligible for the award of cash consideration in the amount of Two Million Dollars ($2,000,000.00) to be awarded by the Licensee pursuant equal to the procedure described in Section 3(b); (v) Provided Milestone 5 is achieved, Licensor shall be eligible for the award Fair Market Value of a cash consideration in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) to be awarded by the Licensee pursuant to the procedure described in Section 3(b); (vi) Provided Milestone 6 is achieved, no later than thirty (30) days after the achievement of Milestone 6, Licensee shall award to Licensor an issuance of One Hundred Thousand (100,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events); and (vii) Provided Milestone 7 is achieved, at Licensor’s sole option, Licensor shall be eligible for the award of: (A) a cash consideration in the amount of Five Million Dollars ($5,000,000.00) pursuant to the procedure defined in Section 3(b) and no Milestone Shares; or (B) Five Hundred Thousand (500,000) Milestone Shares and no cash consideration (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). Provided a Revenue Event has not occurred when Milestone 7 is achieved. Licensor shall have until a Licensee’s Revenue Event to select either of the two awards set forth in this Section 3(a)(viii). Cash consideration awarded the Licensor as provided herein, shall be applicable for remittance pursuant to the Procedure specified in Section 3(b)common stock.

Milestone Consideration. Licensee shall provide In partial consideration of the following consideration or Milestone Payments as defined license and other rights granted herein and subject to the terms and conditions set forth in this Section 3(a)(i) through Agreement, upon achievement after the Effective Date of any milestone event listed below (viieach a “Milestone Event”), Myriad shall pay a milestone consideration (each a “Milestone Consideration”) to Licensor based upon Licensee’s achievement of the Milestones (whether achieved before or after the dates specified); except, pursuant to Section 3(b), Milestone Payments defined in Section 3(a) iv, v, vi, and vii shall not be awarded, and Licensee shall not be liable for such Milestone Payment prior to the occurrence of a Revenue Event or Events, which generate revenue sufficient to fund such Milestone Payment or Payments or portion(s) thereof as described in the procedure in Section 3(b): (i) No later than within thirty (30) days after following achievement of such Milestone Event; provided, however, that the Milestone Consideration payable in connection with the Fourth Milestone Event shall be payable within ninety (90) days following the achievement of the Fourth Milestone 1Event, Licensee all in accordance with the following: For clarification, each Milestone Consideration shall award be payable only for the first occurrence of each corresponding Milestone Event achieved in respect of the Licensed Product. At Myriad’s sole discretion, up to One Hundred Percent (100%) of each Milestone Consideration payable to Licensor an issuance of One Hundred Thousand (100,000) shares of Licensee’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Milestone Shares”) (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as of the Effective Date; (ii) No later than thirty (30) days after the achievement of Milestone 2, Licensee shall award Licensor an issuance of Fifty Thousand (50,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as of the Effective Date; (iii) No later than five (5) business days after the achievement of Milestone 3, Licensee shall award to Licensor consideration in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00). The Parties acknowledge receipt of payment of this Milestone Payment, in the form of 331,859 a cash investment by Myriad in shares of Series B Preferred Stock, $.001 par value per share, of the Licensor (the “Series B Preferred Stock”); provided, however, that Myriad shall purchase not less than the minimum number of Series B Preferred Stock as is provided for in the Stock Purchase Agreement. The purchase price for each such investment shall be fully credited on a dollar-for-dollar basis against such Milestone SharesConsideration. Any investments to be made by Myriad in Series B Preferred Stock of Licensor under this Section 4.2 shall be pursuant to the Stock Purchase Agreement. The First Milestone Event shall result in the Second Closing, as defined in lieu the Stock Purchase Agreement. The Second Milestone Event shall result in the Third Closing, as defined in the Stock Purchase Agreement. The Third Milestone Event shall result in the Fourth Closing, as defined in the Stock Purchase Agreement. The Fourth Milestone Event shall result in the Fifth Closing, as defined in the Stock Purchase Agreement. of each such Milestone Consideration shall, at the sole discretion of Licensor, be payable in the form of cash, by mutual agreement, dated October 21, 2023, as or any combination of the Effective Date; (iv) Provided cash and Myriad common stock. The value of any such Myriad common stock used to pay any Milestone 4 is achieved, Licensor Consideration shall be eligible for the award of cash consideration in the amount of Two Million Dollars ($2,000,000.00) to be awarded by the Licensee pursuant equal to the procedure described in Section 3(b); (v) Provided Milestone 5 is achieved, Licensor shall be eligible for the award Fair Market Value of a cash consideration in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) to be awarded by the Licensee pursuant to the procedure described in Section 3(b); (vi) Provided Milestone 6 is achieved, no later than thirty (30) days after the achievement of Milestone 6, Licensee shall award to Licensor an issuance of One Hundred Thousand (100,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events); and (vii) Provided Milestone 7 is achieved, at Licensor’s sole option, Licensor shall be eligible for the award of: (A) a cash consideration in the amount of Five Million Dollars ($5,000,000.00) pursuant to the procedure defined in Section 3(b) and no Milestone Shares; or (B) Five Hundred Thousand (500,000) Milestone Shares and no cash consideration (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). Provided a Revenue Event has not occurred when Milestone 7 is achieved. Licensor shall have until a Licensee’s Revenue Event to select either of the two awards set forth in this Section 3(a)(viii). Cash consideration awarded the Licensor as provided herein, shall be applicable for remittance pursuant to the Procedure specified in Section 3(b)common stock.

Milestone Consideration. Licensee (a) Seller shall provide be entitled to receive from Purchaser after the Closing additional contingent payments (each such additional payment, a “Milestone Payment” and collectively, the “Milestone Consideration”), subject to the terms and conditions of this Section 1.3. (b) Purchaser shall pay, or cause to be paid, each Milestone Payment described below in accordance with Section 1.3(f) following consideration or the first occurrence of the corresponding event (each, a “Milestone Event”) provided that such Milestone Event occurs before its corresponding deadline (each, a “Milestone Deadline”): [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] (c) The Milestone Payments as defined to be made in respect of Milestone #1 and Milestone #2 by Purchaser under this Section 3(a)(i1.3 shall be made [***]. The total Milestone Payments payable in cash under this Section 1.3 shall not exceed one hundred twenty-five thousand Dollars ($125,000). For clarity, no Milestone Payment will be due with respect to any Milestone Event that is first achieved after the applicable Milestone Deadline. (d) through Commencing upon the Closing and ending on the applicable Milestone Deadline for each Milestone Event, Purchaser shall use commercially reasonable efforts to cause each Milestone Event to be achieved; provided, that (viix) upon the Closing, Purchaser shall have the right to Licensor based upon Licensee’s achievement develop any Covered Product, in any way that Purchaser deems appropriate, in its sole discretion, and (y) Purchaser shall have the exclusive right to determine the terms and conditions of the Milestones (development of any Covered Product, including the determination of whether achieved before or after not to develop any Covered Product, or the dates specified); except, pursuant to Section 3(b), Milestone Payments defined in Section 3(a) iv, v, vi, and vii shall not fields or indications for which any Covered Product may be awarded, and Licensee shall not be liable for such Milestone Payment prior developed. Notwithstanding anything to the occurrence of a Revenue Event or Eventscontrary contained herein, which generate revenue sufficient to fund such Milestone Payment or Payments or portion(s) thereof as described in the procedure in Section 3(b): Seller acknowledges and agrees that, (i) No later than thirty Purchaser has no obligation to develop any Covered Product in order to expedite the achievement of any Milestone Event or to maximize the payment of any Milestone Payments, (30ii) days there is no assurance that the Seller will receive any Milestone Payments, (iii) Purchaser has not promised or projected any amounts to be received by the Seller in respect of any Milestone Payments, and the Seller has not relied on any statements or information provided by Purchaser with respect to the development of any Covered Product, (iv) neither Purchaser nor any Affiliate of Purchaser owes any fiduciary duty to the Seller, and (v) the parties intend the express provisions of this Agreement to govern their contractual relationship and to supersede any previous agreement or covenant of any kind and any standard of efforts or implied covenant of good faith and fair dealing that might otherwise be imposed by any court or other Governmental Body. (e) Within [***] after the achievement of a Milestone 1Event or the Milestone Deadline for such Milestone Event, Licensee Purchaser shall award notify the Seller whether such Milestone Event has been achieved prior to Licensor an issuance such Milestone Deadline (each such notice, “Milestone Notice”). Subject to Section 1.3(f), if the Milestone Event has been achieved prior to such Milestone Deadline, Purchaser shall, within [***] following the delivery of One Hundred Thousand a Milestone Notice, pay, or cause to be paid to the Seller the Milestone Payment corresponding to the applicable Milestone Event. (100,000f) In the event the Company consummates a Change of Control at any time prior to the achievement of a Milestone Event for which the applicable Milestone Deadline has not occurred, the Company shall provide to Seller notice of such Change of Control, and [***], provided that [***]. The parties acknowledge and agree that any Milestone Payments [***] shall only be payable to Seller upon the achievement of the applicable Milestone Event prior to the applicable Milestone Deadline. For the avoidance of doubt, if a Milestone Event is not achieved prior to the applicable Milestone Deadline, then the Milestone Payment [***]. For purposes of this Section 1.3(f), “Change of Control” means (i) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the shares of Licensee’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Milestone Shares”) (as such number of shares may be adjusted for capital stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as of the Effective Date; Company immediately prior to such consolidation, merger or reorganization continue to represent a majority of the voting power of the surviving entity immediately after such consolidation, merger or reorganization; (ii) No later than thirty (30) days after any transaction or series of related transactions to which the achievement Company is a party in which in excess of Milestone 2, Licensee shall award Licensor an issuance of Fifty Thousand (50,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Payment as 50% of the Effective Date; Company’s voting power is transferred; or (iii) No later than five (5) business days after the achievement sale or transfer of Milestone 3, Licensee shall award to Licensor consideration in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00). The Parties acknowledge receipt of payment of this Milestone Payment, in the form of 331,859 Milestone Shares, in lieu of cash, by mutual agreement, dated October 21, 2023, as all or substantially all of the Effective Date; (iv) Provided Milestone 4 Company’s assets, or the exclusive license of all or substantially all of the Company’s material intellectual property; provided that a Change of Control shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is achieved, Licensor shall be eligible for the award of cash consideration in the amount of Two Million Dollars ($2,000,000.00) to be awarded received by the Licensee pursuant to the procedure described in Section 3(b); (v) Provided Milestone 5 is achievedCompany or any successor, Licensor shall be eligible for the award of a cash consideration in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) to be awarded by the Licensee pursuant to the procedure described in Section 3(b); (vi) Provided Milestone 6 is achieved, no later than thirty (30) days after the achievement of Milestone 6, Licensee shall award to Licensor an issuance of One Hundred Thousand (100,000) Milestone Shares (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events); and (vii) Provided Milestone 7 is achieved, at Licensor’s sole option, Licensor shall be eligible for the award of: (A) a cash consideration in the amount of Five Million Dollars ($5,000,000.00) pursuant to the procedure defined in Section 3(b) and no Milestone Shares; or (B) Five Hundred Thousand (500,000) Milestone Shares and no cash consideration (as such number of shares may be adjusted for stock splits, combinations, divisions and other recapitalization events). Provided a Revenue Event has not occurred when Milestone 7 is achieved. Licensor shall have until a Licensee’s Revenue Event to select either indebtedness of the two awards set forth in this Section 3(a)(viii). Cash consideration awarded the Licensor as provided herein, shall be applicable for remittance pursuant to the Procedure specified in Section 3(b)Company is cancelled or converted or a combination thereof.