Common use of Milestone Consideration Clause in Contracts

Milestone Consideration. In partial consideration of the license and other rights granted herein and subject to the terms and conditions set forth in this Agreement, upon achievement after the Effective Date of any milestone event listed below (each a “Milestone Event”), Myriad shall pay a milestone consideration (each a “Milestone Consideration”) to Licensor within thirty (30) days 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 Event, all in accordance with the following: For clarification, each Milestone Consideration shall 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 may be in the form of 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 Consideration. 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 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, or any combination of cash and Myriad common stock. The value of any such Myriad common stock used to pay any Milestone Consideration shall be equal to the Fair Market Value of such common stock.

Milestone Consideration. In partial Licensee shall provide the following consideration of the license and other rights granted herein and subject to the terms and conditions set forth or Milestone Payments as defined in this Agreement, upon achievement after the Effective Date of any milestone event listed below Section 3(a)(i) through (each a “Milestone Event”), Myriad shall pay a milestone consideration (each a “Milestone Consideration”vii) to Licensor within 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 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 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 Fourth “Milestone EventShares”) (as such number of shares may be adjusted for stock splits, all in accordance with the following: For clarificationcombinations, each divisions and other recapitalization events). The Parties acknowledge satisfaction of this Milestone Consideration shall be payable only for the first occurrence of each corresponding Milestone Event achieved in respect Payment as of the Licensed ProductEffective 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). At Myriad’s sole discretionThe 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, up to One Hundred Percent (100%) of each Milestone Consideration payable Licensee shall award to Licensor may be 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 a cash investment 331,859 Milestone Shares, in lieu of cash, by Myriad in shares of Series B Preferred Stockmutual agreement, $.001 par value per sharedated October 21, 2023, as of the Effective Date; (iv) Provided Milestone 4 is achieved, Licensor (shall be eligible for the “Series B Preferred Stock”); provided, however, that Myriad shall purchase not less than the minimum number award of Series B Preferred Stock as is provided for cash consideration 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 Consideration. Any investments amount of Two Million Dollars ($2,000,000.00) to be made awarded by Myriad in Series B Preferred Stock of Licensor under this Section 4.2 shall be the Licensee pursuant to the Stock Purchase Agreement. The First procedure described in Section 3(b); (v) Provided Milestone Event 5 is achieved, Licensor shall result be eligible for the award of a cash consideration in the Second Closingamount 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 Stock Purchase Agreementtwo awards set forth in this Section 3(a)(viii). The Second Milestone Event shall result in Cash consideration awarded the Third ClosingLicensor as provided herein, 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, or any combination of cash and Myriad common stock. The value of any such Myriad common stock used to pay any Milestone Consideration shall be equal applicable for remittance pursuant to the Fair Market Value of such common stockProcedure specified in Section 3(b).

Milestone Consideration. In partial consideration of (a) Seller shall be entitled to receive from Purchaser after the license Closing additional contingent payments (each such additional payment, a “Milestone Payment” and other rights granted herein and collectively, the “Milestone Consideration”), subject to the terms and conditions set forth of this Section 1.3. (b) Purchaser shall pay, or cause to be paid, each Milestone Payment described below in this Agreementaccordance with Section 1.3(f) following the first occurrence of the corresponding event (each, upon achievement after the Effective Date of any milestone event listed below (each a “Milestone Event”)) provided that such Milestone Event occurs before its corresponding deadline (each, Myriad shall pay a milestone consideration (each a “Milestone ConsiderationDeadline”): [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] (c) The Milestone Payments to Licensor within thirty be made in respect of Milestone #1 and Milestone #2 by Purchaser under this Section 1.3 shall be made [***]. The total Milestone Payments payable in cash under this Section 1.3 shall not exceed one hundred twenty-five thousand Dollars (30$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) days following 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 (x) upon the Closing, Purchaser shall have the right to 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 development of any Covered Product, including the determination of whether or not to develop any Covered Product, or the fields or indications for which any Covered Product may be developed. Notwithstanding anything to the contrary contained herein, the Seller acknowledges and agrees that, (i) 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, (ii) 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 Event or the Milestone Deadline for such Milestone Event; provided, howeverPurchaser shall notify the Seller whether such Milestone Event has been achieved prior to such Milestone Deadline (each such notice, that “Milestone Notice”). Subject to Section 1.3(f), if the Milestone Consideration payable in connection with Event has been achieved prior to such Milestone Deadline, Purchaser shall, within [***] following the Fourth delivery of a Milestone Notice, pay, or cause to be paid to the Seller the Milestone Payment corresponding to the applicable Milestone Event. (f) 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 within ninety (90) days following to Seller upon the achievement of the Fourth Milestone Event, all in accordance with the following: For clarification, each Milestone Consideration shall be payable only for the first occurrence of each corresponding applicable Milestone Event prior to the applicable Milestone Deadline. For the avoidance of doubt, if a Milestone Event is not achieved in respect 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 Licensed Product. At Myriad’s sole discretion, up to One Hundred Percent (100%) of each Milestone Consideration payable to Licensor may be in the form of 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 Consideration. 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 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 cashCompany with or into any other corporation or other entity or person, or any combination of cash and Myriad common stock. The value of other corporate reorganization, other than any such Myriad common consolidation, merger or reorganization in which the shares of capital stock used of the Company immediately prior to pay 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) any Milestone Consideration transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) the sale or transfer of all or substantially all of the 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 be equal to not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Fair Market Value Company or any successor, indebtedness of such common stockthe Company is cancelled or converted or a combination thereof.