Common use of Milestone Payments Clause in Contracts

Milestone Payments. 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 (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “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, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.

Milestone Payments. 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 In the event that (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 any Sellers believe that any Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the 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 amount Additional Milestone Payment payable in respect of such Additional Milestone in cash or, at Purchaser’s sole electionMilestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in shares 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 Common 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. StockNotice 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 Section 1.6(b)(iii) the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (each, a “Post-Closing Milestone Payment,” and collectively, the “Milestone PaymentsDispute Notice”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice ) to Sellers’ Representative specifying 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 the applicable Milestone Payment to Sellers 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 those amounts set forth in Section 1.11. In the event Post-Closing Assessment Notice no later than five (5) days after the expiration of a Change of Control of Purchaser, Purchaser agrees to either such fifteen (a15) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionday time period.

Milestone Payments. From As further consideration for the sale and after the Closing Date but prior to the expiration transfer of the Put Option Period (the “Post-Closing Milestone Period”)Acquired Assets, in addition to the consideration set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser BII shall pay to Sellers MabVax Therapeutics Holdings Inc. the additional amount payable in respect of such Additional Milestone in cash orfollowing one-time, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) milestone payments (each, 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 each such Milestone Payment shall be due only once. Each Milestone Payment shall be due and collectivelypayable 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 the “Milestone Payments”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 Payments and Payment for the Initial Purchase Price First Commercial Sale [***] in a Major Market shall be referred to herein together as payable [***], for the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying first Calendar Year in which the Additional Milestone achieved, and Purchaser shall pay the applicable First Commercial Sale milestone event is achieved [***]. [***]. The First Commercial Sale Milestone Payment to Sellers within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers in accordance shall be paid together with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing Earn-Out-Payment of the Change of Control transactionCalendar Quarter during which the First Commercial Sale milestone event has been achieved.

Milestone Payments. From With respect to each Licensed Gene Target, Akouos shall make development and after sales milestone payments in the Closing Date but prior amounts corresponding to the expiration achievement by either Akouos or its Affiliate or by any of its Sublicensees of the Put Option Period 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 such sales or development milestone event has been achieved, as the case may be, Akouos shall notify 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 Affiliates or Sublicensees (the “Postother than by Sublicensees pursuant to a Pass-Closing Milestone Period”Through Sublicense), in addition and no amount shall be due for subsequent or repeated achievements of such milestone with respect to such Licensed Gene Target by Akouos or any of its Affiliates or Sublicensees (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 multiple indications. With respect to the consideration achievement of such milestones by Sublicensees pursuant to a Pass-Through Sublicense, each milestone payment shall be payable each time such milestone is achieved by such a Sublicensee with respect to each Licensed Gene Target, regardless of the number of times the milestone is achieved by such Sublicensee with respect to the same Licensed Gene Target. For the avoidance of doubt, only Net Sales of Licensed Products for which any royalties are payable under Section 3.3 shall be used for determining whether the sales milestones set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page Schedule B have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “Milestone Payments”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Pricemet.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.

Milestone Payments. 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 (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser NIBRI shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “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, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers 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 Proceeds Allocationachievement of such milestone; and (b) with respect to each Myogen Compound, subject in each caseCollaboration Compound or NIBRI Compound having an effect on a Low Priority Target (as to which NIBRI has exercised its Option), to payment within [/\#/\] days of exercise of the dispute resolution procedures Option for all prior milestones achieved. Except as explicitly set forth in Section 1.11below, 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 milestone payments previously paid with respect to such 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 a Change the failed Compound that acts on the same Myogen Target or Collaboration Target. NIBRI may deduct from any milestone payments otherwise due to Myogen under this Section 3.5 the amount of Control of Purchaser, Purchaser agrees any withholding and similar taxes required under applicable law to either (a) cause be withheld from such payments and paid to applicable tax authorities. The schedule below corresponds to an identical schedule in the acquirer License Agreement; payments made pursuant 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 that the Milestone Payments become payable immediately this Agreement prior to exercise of an Option shall be treated as payments made under the closing License Agreement. [/\#/\]CONFIDENTIAL TREATMENT REQUESTED Collaboration and 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 Change [/\#/\] lead compound as a starting point for medicinal chemistry and/or SAR exploration* o Completion of Control transaction.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. From and after Contractor shall be paid for the Closing Date but prior to the expiration portion of the Put Option Period 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 “Post-Closing Firm Price and Fixed Price for the Unit. Submittal of each invoice by Contractor for a Milestone Period”)Payment shall constitute a representation by Contractor that 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 Payments for Major Equipment and within thirty (30) Days for other Milestone Payments, in addition each case, following receipt of the invoice. Milestones are not required to be completed in the consideration sequence set forth in Section 1.6(c) aboveExhibit F-1, nor must invoices for completed Milestones be submitted in the event sequence set forth in Exhibit F-1, and Milestones may be performed and invoiced ahead of the time for the performance of such Work under the Project Schedule, provided that (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered Contractor may not submit an invoice for a Milestone Completion Notice, but performed out of sequence or ahead of time to the Acquired Company has not achieved an Additional Milestone on extent that the Closing Date, and (y) total invoiced for Milestones during any calendar month would exceed the Acquired Company achieves aggregate of the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of Milestones for such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, calendar month as set forth in Section 1.6(b)(iiiExhibit F-1 plus (a) twenty-five million dollars (each$25,000,000) or less, a “unless Owner has agreed to such out of sequence or early Milestone Payment,” , such agreement not to be unreasonably withheld; (b) more than twenty-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 collectivelyOwner has agreed to such out of sequence or early Milestone Payment, such agreement not to be unreasonably withheld; and (c) more than fifty million dollars ($50,000,000), Contractor has notified Owner at least one hundred eighty (180) 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 Payment. If agreed by Owner, Contractor shall have the “Milestone Payments”)option to invoice for substantially completed Milestones on a pro rata basis. The Milestone Payments agreement between Owner and the Initial Purchase Price Contractor shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of PurchaserOrder, Purchaser agrees provided, however, that the provisions pertaining to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments subject Change Disputes shall not apply to the terms and conditions set forth herein request by Contractor to invoice for a Milestone on a pro rata basis or (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionOrder resulting therefrom.

Milestone Payments. From With respect to each Licensed Gene Target, Akouos shall make development and after sales milestone payments in the Closing Date but prior amounts corresponding to the expiration achievement by either Akouos or its Affiliate or by any of its Sublicensees of the Put Option Period 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 such sales or development milestone event has been achieved, as the case may be, Akouos shall notify 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 Affiliates or Sublicensees (the “Postother than by Sublicensees pursuant to a Pass-Closing Milestone Period”Through Sublicense), in addition and no amount shall be due for subsequent or repeated achievements of such milestone with respect to such Licensed Gene Target by Akouos or any of its Affiliates or Sublicensees (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 multiple indications. With respect to the consideration achievement of such milestones by Sublicensees pursuant to a Pass-Through Sublicense, each milestone payment shall be payable each time such milestone is achieved by such a Sublicensee with respect to each Licensed Gene Target, regardless of the number of times the milestone is achieved by such Sublicensee with respect to the same Licensed Gene Target. For the avoidance of doubt, only Net Sales of Licensed Products for which any royalties are payable under Section 3.3 shall be used for determining whether the sales milestones set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page Schedule B have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “Milestone Payments”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Pricemet.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.

Milestone Payments. From and after the Closing Date but prior Subject to the expiration terms and conditions of the Put Option Period (the “Post-Closing Milestone Period”)this Agreement, in addition to the consideration set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser MERCK shall pay to Sellers the additional amount payable in respect ALNYLAM HOLDING a milestone payment of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common [*** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) ] Dollars (each, a “Milestone Payment,” and collectively, the “Milestone Payments”$[**]). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten purchase [**] Dollars (10$[**]) 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments subject to ALNYLAM HOLDING Series C Convertible Preferred Stock upon the terms and conditions set forth herein or 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 (b15) accelerate business days following receipt of such data package, the remaining Milestone Payments such JSC shall convene to review the data package and determine whether the data is sufficient to conclude that the Technology Collaboration Milestone Payments become payable immediately prior 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 closing JSC or notify the JSC that the sufficiency of the Change 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 Control transactionthe 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 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 or the 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 Dispute (the "TECHNOLOGY MILESTONE DISPUTE") which shall be resolved as follows: In the event of a Technology Milestone Dispute, the Parties agree that such Technology Milestone Dispute shall be submitted to the President of MERCK Research Laboratories and the CEO of ALNYLAM for resolution. If such President and CEO cannot reach an agreement regarding the Technology Milestone Dispute within thirty (30) days, then it shall be submitted to arbitration by either Party pursuant to Section 9.7 of this Agreement. The milestone payments shall be payable only upon the initial achievement of the Technology Collaboration Milestone and no amounts shall be due hereunder for subsequent or repeated achievement of such milestone.

Milestone Payments. From Subject to Closing and the other applicable terms and conditions of this Agreement, from and after the Closing Date but prior to Closing, when an event set forth in the expiration of the Put Option Period table below is achieved (the each such event, a “Post-Closing Milestone PeriodEvent”), Purchaser shall pay (or cause to be paid) to Seller, in addition accordance with and subject to the consideration terms of this Agreement, the one-time, non-refundable, non-creditable payment equal to the corresponding amount of “Milestone Payment” set forth in Section 1.6(cthe table below (each such payment, a “Milestone Payment”). Milestone Event Milestone Payment (US$) aboveAnnual 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 only one time, for the first achievement of the corresponding Milestone Event, and no Milestone Payments would be due for subsequent or repeated achievements of the same Milestone Event. Furthermore, [*]. Each Milestone Payment shall be paid within [*] days after the achievement of the 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 such Milestone Event was achieved; provided, that, in the event that Purchaser is not required under applicable Law to publicly disclose its audited financial statements which present Net Sales for the Products (xseparately, as a group, from any other products of Purchaser) 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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Periodfor any given calendar year, Purchaser shall pay engage an independent accounting firm to Sellers audit Net Sales for such calendar year and the additional amount payable in respect achievement of any Milestone Event shall be deemed to have occurred upon the completion of such Additional audit for the calendar year in which such Milestone in cash orEvent was achieved, at Purchaser’s sole election, in shares which audit shall be completed no later than March 31 of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commissionsucceeding year. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “Milestone Payments”). The All Milestone Payments and the Initial Purchase Price shall be referred made by wire transfer of immediately available funds in United States dollars to herein together such account as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, may be designated to Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) by Seller at least two 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionapplicable payment date.

Milestone Payments. From and Within [***] days after the Closing Date but prior to the expiration achievement of the Put Option Period 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 (the each such milestone event, a “Post-Closing Milestone PeriodEvent”), in addition Parent shall notify the Securityholders’ Representative that such Milestone Event has been achieved (each such notice, a “Milestone Notice”). Parent shall, within ten (10) Business Days following the delivery of a Milestone Notice, pay, or cause to be paid, the payment corresponding to the consideration set forth in Section 1.6(c) above, in the event that (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a applicable Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) Event (each, a “Milestone Payment,” and and, collectively, the “Milestone Payments”). The , subject to Sections 1.10(d) and 8.9, to the 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 Milestone Payments Payment payable to the Participating Securityholders (other than the holders of Employee Options) and (y) the Initial Purchase Price shall 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 referred designated by the Surviving Entity, the portion of such Milestone Payment payable to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestoneholders of Employee Options, Purchaser shall promptly provide written notice in each case, for further distribution to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers Participating Securityholders in accordance with the Proceeds AllocationContingent Payment Schedule and Sections 1.5, subject 1.6 and 1.9. All payments to be made by Parent under this Section 1.12 shall be made in each caseU.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 Parent elects to pay such PKU Enrollment Milestone Payment in shares of Parent Common Stock, Parent shall deposit with the dispute resolution procedures set forth in Section 1.11. In Payment Agent the event number of a Change shares of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments subject Parent Common Stock equal to the terms 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 conditions set forth herein or (b) accelerate the remaining Milestone Payments such that Sections 1.5, 1.6 and 1.9. Each of the Milestone Payments become shall be payable immediately prior to one time only, for the closing first achievement of the Change corresponding Milestone Event, regardless of Control transaction.how many times such Milestone Event is achieved. Milestone Event Milestone Payment (US$)

Milestone Payments. From Each Milestone payment specified in Exhibit E, Payment Plan and after Termination Liability Schedule shall in each case become payable upon Contractor’s completion of each Milestone in accordance with the Closing Date but prior to the expiration Contract and satisfaction of the Put Option Period (the “Post-Closing Conditions for Milestone Period”), in addition to the consideration Completion and Payment set forth in Section 1.6(c) aboveExhibit E, after which Contractor shall submit an invoice for payment, provided however, that Contractor shall not invoice any 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 event that (x) the Acquired Company Milestone has achieved the Base Milestones been completed and the Sellers’ Representative has delivered a Milestone Completion Noticedocumented in accordance with Exhibit A, but the Acquired Company has not achieved an Additional Milestone on the Closing DateStatement of Work and/or Exhibit E, Payment Plan and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone PeriodTermination Liability Schedule, as applicable. Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request only be responsible for Confidential Treatment filed separately with the Commission. Stock, as paying those amounts set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “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 Payments”). The Milestone Payments described in Exhibit E, Payment Plan and the Initial Purchase Price Termination Liability Schedule, shall be referred 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-TP20701 ViaSat Contract Use or disclosure of the data and information contained on this sheet is subject to herein the restriction on the title page. requirements of this Contract, together with the necessary or appropriate supporting data and documentation as the “Aggregate Purchase Price.” Upon achieving an Additional Milestonerequired hereunder, if any, or as Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers may reasonably request within ten (10) Business Days thereof of receipt of invoice. Notwithstanding the foregoing, and without prejudice to Purchaser’s rights under Article 5.6, Purchaser, in its sole discretion, may agree to make a partial payment to Contractor for partial completion of a Milestone or for completion of a Milestone prior to the bank accounts or brokerage accounts indicated by the Sellers applicable Milestone Date. Purchaser shall pay in full all undisputed amounts payable hereunder within thirty (30) days after receipt of an invoice therefor completed in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionthis Article 5.2.

Milestone Payments. From Appendix F hereto sets forth milestone payments to be made with respect to each separate milestone and after a final schedule of values, and the Closing Date but prior to sum of all such milestone payments and the expiration final schedule of values equals the Fixed Design-Build Price. Payments by the Sewer District shall be (1) made only upon completion of the Put Option Period (milestone, or completion of demonstrated progress against the “Post-Closing Milestone Period”)final schedule of values, in addition required to be completed as the consideration set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of basis for such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, payment as set forth in Section 1.6(b)(iiiAppendix F-1 hereto; (2) (each, a “Milestone Payment,” and collectively, the “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, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof subject to the bank accounts or brokerage accounts indicated by maximum payment limitations specified in the Sellers in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures maximum drawdown schedule set forth in Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either Appendix F-2 hereto; and (a3) cause the acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments subject to the terms and conditions of payment set forth herein or in this Section. (bB) accelerate Requisitions. Following the remaining Milestone Payments Design-Build Commencement Date, the Design-Build Contractor must submit Requisitions to the Sewer District on a monthly basis and may receive from the Sewer District the partial payments of the Fixed Design-Build Price. Each Requisition must be accompanied by a certificate of an authorized Design-Build Contractor official certifying: (1) the portion of the Fixed Design-Build Price which is payable to the Design-Build Contractor, (2) the amount of any Fixed Design-Build Price Adjustments which are payable to the 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 Milestone Payments become payable immediately prior breach would, with the giving of notice or passage of time, constitute an Event of Default, (4) that all items applicable to the closing milestone or schedule of values entitling the Change Design-Build Contractor to 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 Technical Specifications, and (5) that all work for which the Sewer District has previously paid is free and clear of Control transactionany 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. From The Executive hereby agrees that the Executive has been paid the Performance Milestone Payment and after related interest thereon provided for in Section 4.A(b)(i)(A) of the Closing Date but prior Existing Agreement and earned the right to payment of the Performance Milestone Payment and related interest thereon provided for in Section 4.A(b)(i)(B) of the Existing Agreement (such latter milestone payment, the “Remaining Earned Milestone Payment”). Subject to Sections 4.A(b) and 6(d) below, in consideration of the Executive’s performance of the Executive’s obligations owed to the expiration Company under this Agreement and in full satisfaction of any and all obligations of the Put Option Period (the “Post-Closing Company to pay Milestone Period”), in addition Payments to the consideration set forth in Executive under Section 1.6(c4.A(b) aboveof the Existing Agreement, in the event that (x) the Acquired Company has achieved the Base Milestones Executive and the Sellers’ Representative has delivered a Milestone Completion Notice, but Company hereby agree that the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect Executive one fourth of such Additional the Remaining Earned Milestone in Payment on September 30, 2003 and one fourth of the Remaining Earned Milestone Payment upon the sale of Company golf course assets after the Effective Date, whereby the Company receives more than One Million Two Hundred Thousand Dollars ($1,200,000) of net cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “Milestone Payments”)proceeds. The remaining one half of the Remaining Earned Milestone Payments 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 receipts 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 Initial Purchase Price shall be referred to herein together as Company agree that the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Remaining Earned Milestone Payment to Sellers within ten (10) Business Days thereof represents full and final payment of any and all obligations of the Company 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 Executive under Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a4.A(b) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionExisting Agreement.

Milestone Payments. From and after the Closing Date but prior TGTX shall, with respect to the expiration of the Put Option Period first Licensed Product to achieve a milestone event below (the a “Post-Closing Milestone PeriodMilestone”), in addition pay to Checkpoint the consideration set forth in Section 1.6(crespective non-refundable and non-creditable milestone payment (“Milestone Payment”) above, in under the column “First Achievement Milestone Payment” within twenty (20) days following TGTX’s receipt of actual knowledge of such achievement. In the event that (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a Milestone Completion Notice(other than the first Milestone listed below) is achieved by a Second Licensed Product (as defined below), but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser TGTX shall pay to Sellers Checkpoint the additional amount payable in respect respective milestone payment under the column “Second Product Milestone Payment” within twenty (20) days following TGTX’s receipt of actual knowledge of such Additional achievement. For avoidance of doubt, each Milestone Payment in cash orthe table below shall only be paid once under this Agreement, at Purchaser’s sole electionregardless of the number of times such Milestone may be achieved. “Second Licensed Product” means, in shares of Purchaser Common *** Portions of this page have been omitted pursuant with respect to a request Milestone, a Licensed Product containing a Compound that was not contained in the Licensed Product that first achieved such Milestone. For clarity, with respect to each Milestone, a Second Product Milestone cannot be triggered by a Licensed Product containing the same Compound that achieved the respective First Achievement Milestone, even if for a different indication. By way of further clarification, with respect to a Licensed Product contained in a Combination Product, the Net Sales that trigger the Milestone Payment will be that portion of Net Sales attributable to the Licensed Product as provided in the definition of “Net Sales”. Notwithstanding the table below, upon achievement of a Development Milestone, payments for such Development milestone and all prior Development Milestones shall be due and payable to the extent not already paid. * Confidential Treatment material redacted and filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iiiMilestone Event First Achievement Milestone Payment Second Product Milestone Payment 1. *. $ * N/A 2. *. $ * $ * 3. * $ * (subject to the below) $ * 4. * $ * $ * 5. $ * $ * 6. * $ * $ * 7. * $ * $ * 8. * $ * $ * 9. * $ * $ * 10. *. $ * $ * 11. *. $ * $ * 12. *. $ * $ * Within twenty (each, 20) days of achieving a “Milestone Payment,” and collectively, the “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, Purchaser TGTX shall promptly provide written notice to Sellers’ Representative specifying the Additional Checkpoint of such achievement. If at any time Checkpoint disputes whether a Development Milestone has been achieved, and Purchaser the matter shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers be referred for resolution in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.1111.2 as a Technical Dispute. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining that TGTX achieves Milestone Payments subject to the terms and conditions 3 set forth herein or (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable above, and Checkpoint, in its discretion, determines that, as a result, it can proceed immediately prior to the closing * with respect to Checkpoint’s Development outside of the Change of Control transactionField, or if both parties co-sponsor * meeting Milestone 3 set fxxx above, then TGTX’s First Achievement Milestone Payment in Milestone 3 shall be reduced in half to $*.

Milestone Payments. 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(ca) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone payments in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” ”) shall be made by Buyer to the 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 collectively(ii) the payment of all Milestone Payments payable under this Agreement, within thirty (30) days after the end of each 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 research and development function describing with respect to each Milestone above, the “progress that has been made towards achieving such Milestone, which Milestone Payments”)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, however, that the first Milestone Report hereunder shall be due on January 31, 2023. The At the request of Shareholder Representative, 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 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. For the avoidance of doubt, each of the Milestone Payments and the Initial Purchase Price shall be referred to herein together as payable only once upon the “Aggregate Purchase Price.” Upon achieving an Additional first achievement of the corresponding Milestone, Purchaser no amounts shall promptly provide written notice to Sellers’ Representative specifying the Additional be due for subsequent or repeated achievement of any such Milestone achieved, and Purchaser shall pay the applicable no more than one Milestone Payment to Sellers within ten under clauses (10iii)-(vi) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers in and (vii)-(x) of this Section 3.10, respectively, shall be paid for each Preclinical Company Milestone Candidate. In accordance with the Proceeds Allocationforegoing, subject in each case, 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 the dispute resolution procedures set forth in Section 1.11. In the event of a Change of Control of Purchasercontrary, Purchaser agrees to either (a) cause the 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 that Buyer may only reduce the Milestone Payments become payable immediately prior pursuant to Section 11.8 and by the closing amount of the Change any Transaction Expenses not previously deducted from amounts otherwise paid hereunder or any Transaction Expenses arising as a result of Control transactionsuch Milestone Payment, as applicable.

Milestone Payments. From and Within 30 calendar days after the Closing Date but prior to the expiration first achievement of each of the Put Option Period 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 (the each such milestone event, a “Post-Closing Milestone PeriodEvent”), in addition Parent shall notify the Securityholders’ Representative that such Milestone Event has been achieved (each such notice, a “Milestone Notice”). Parent shall, within 5 Business Days following the delivery of a Milestone Notice, pay, or cause to be paid, the payment corresponding to the consideration set forth in Section 1.6(c) above, in the event that (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a applicable Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) Event (each, a “Milestone Payment,” and 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. The Promptly following receipt of each Milestone Payments Notice, the Securityholders’ Representative shall deliver to Parent and the Initial Purchase Price shall be referred to herein together as Payment Agent a spreadsheet setting forth the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay portion of the applicable Milestone Payment to Sellers within ten be paid to each Participating Securityholder in respect of such Milestone Event (10) Business Days thereof each such spreadsheet, a “Milestone Payment Schedule”), it being understood that Parent shall not be obligated to deposit, or cause to be deposited, the amounts payable to the bank accounts or brokerage accounts indicated Participating Securityholders with respect to such Milestone Payment with the Payment Agent until the parties have determined the aggregate amount payable to the Participating Securityholders with respect to such Milestone Payment, and Parent shall not be obligated to cause the Payment Agent to further distribute such Milestone Payment to the Participating Securityholders until the Securityholders’ Representatives has delivered the applicable Milestone Payment Schedule (subject to Section 1.9(i)) to Parent. All payments to be made by Parent under this Section 1.13 shall be made in U.S. dollars and shall be paid by wire transfer in immediately available funds. Each of the Sellers in Milestone Payments shall be 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 Proceeds Allocationforegoing sentence, subject in each case, to the dispute resolution procedures set forth in Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining maximum total Milestone Payments subject to the terms and conditions set forth herein or that may be payable under this Section 1.13(a) is $360,000,000. Milestone Event Milestone Payment (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.US$)

Milestone Payments. From and after (a) Upon the Closing Date but prior to the expiration first occurrence of any of the Put Option Period events set forth in the table below under “Milestone Trigger Event” (the each a “Post-Closing Milestone PeriodMilestone”), Parent shall promptly (and in addition any event, (x) in the case of the Initiation of Phase III Clinical Trial Milestone, the US Approval Milestone or the EU Approval Milestone, no later than ten (10) Business Days thereafter and (y) in the case of the First Net Sales Milestone or the Second Net Sales Milestone, no later than forty-five (45) Business Days thereafter) deliver a notice to the consideration Equityholders’ Representative of such occurrence and, within fifteen (15) Business 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 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii2.9(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 collectivelywithholding 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 receipt of notice of the Milestone Trigger Event and shall include the name of the Equityholders’ Representative’s designated agent, if any. Upon receipt of any Milestone Payment, the “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, Purchaser shall promptly provide written notice to SellersEquityholders’ Representative specifying the Additional Milestone achievedshall pay or cause to be paid to each Equityholder who is not a holder of Dissenting Shares, and Purchaser in any event within fifteen (15) Business Days, its Contingent Allocation with respect to the Milestone Payment. Following the payment of any Milestone Payment to the Equityholders’ Representative or its designated agent, each Equityholder shall pay 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 Surviving Corporation and their respective Affiliates shall have no Liability to any Equityholder for its Contingent Allocation with respect to any Milestone Payment so long as such Milestone Payment has been paid by or on behalf of Parent to the Equityholders’ Representative or its designated agent. Notwithstanding anything to the contrary set forth in this Agreement, in the 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 to Sellers within ten (10) Business Days thereof to shall bear interest from the bank accounts or brokerage accounts indicated by date upon which such Milestone occurred until the Sellers in accordance date of deposit with the Proceeds AllocationEquityholders’ Representative or its designated agent at a rate per annum equal to (i) the prime rate as published in the Wall Street Journal, subject Eastern Edition in each case, effect from time to the dispute resolution procedures set forth in Section 1.11time during such period plus (ii) one percent (1%). In the event Milestone Trigger Event Milestone Payment Initiation of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining Phase III Clinical Trial Milestone Payments subject to the terms and conditions set forth herein or (b) accelerate the remaining $[**redacted**] US Approval Milestone Payments such that the $[**redacted**] EU Approval Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.$[**redacted**] First Net Sales Milestone $[**redacted**] Second Net Sales Milestone $[**redacted**]

Milestone Payments. From Auxilium shall make each of the milestone payments indicated below to VIVUS upon the achievement of the corresponding milestone event, and in each case as adjusted pursuant to Section 7.4: ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Milestone Event Payment Approval by FDA of a Time of Onset Claim for the Product in the Auxilium Territory $ 15 Million Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Each milestone payment in this Section 7.2 shall be paid only once. The maximum total amount of payment to VIVUS pursuant to this Section 7.2 shall be two hundred seventy million dollars ($270,000,000). For the Time of Onset Claim milestone payment above, Auxilium shall pay VIVUS the applicable milestone payment within [**] after the Closing Date but prior to the expiration achievement of the Put Option Period (corresponding milestone event. For the “Post-Closing Milestone Period”)other milestone payments, Auxilium shall notify and pay to VIVUS the applicable milestone payment together with the delivery of the quarterly report pursuant to Section 7.5 for the calendar quarter in addition to which the consideration set forth in Section 1.6(c) aboveapplicable event was achieved. For clarity, in the event that more than one (x1) of the Acquired Company has aggregate Net Sales thresholds is achieved in a calendar year, Auxilium shall owe each of the Base Milestones and the Sellers’ Representative has delivered a Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commissioncorresponding payments. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “Milestone Payments”). The Milestone Payments and the Initial Purchase Price Each milestone payment hereunder shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving made by wire transfer of immediately available funds into an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether account designated in writing or by operation of law, all remaining Milestone Payments subject to the terms VIVUS. Each such milestone payment is non-refundable and conditions set forth herein or (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionnon-creditable against any other payments due hereunder.

Milestone Payments. From and after (a) Following the Closing Date but prior occurrence (or deemed occurrence pursuant to the expiration definitions in Annex A) of any of the Put Option Period events set forth in Annex A under “Milestone Event” (the each a “Post-Closing Milestone PeriodMilestone”), whether achieved by or on behalf of Parent or any of its Affiliates or Sublicensees or any Milestone Obligor, Parent shall, within thirty (30) Business Days following each such event, deposit or cause to be deposited the amount of cash in addition to the consideration U.S. dollars set forth in Section 1.6(c) above, in the event that (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a Annex A under “Milestone Completion Notice, but the Acquired Company has not achieved an Additional Payment” opposite such Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, ”) to an account designated in writing by the “Milestone Payments”)Paying Agent. The Milestone Payments and Equityholders Representative shall cause the Initial Purchase Price shall be referred Paying Agent to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof such amount to the bank accounts or brokerage accounts indicated by the Sellers Equityholders in accordance with the Proceeds AllocationSection 1.5 and Section 1.12, subject in each casecase subject to any right of set-off pursuant to Section 8.6 and less (i) any withholding on such amount by Parent pursuant to Section 1.8(g) and (ii) the portion of such amount, if any, that would otherwise be paid with respect to Dissenting Shares; provided, however, that the dispute resolution procedures Milestone Payments shall be subject to withholding for the escrow provisions set forth in Section 1.111.10. In the event Each of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become shall be payable immediately prior one (1) time only on the initial achievement of the applicable Milestone. The maximum aggregate amount of Milestone Payments that may be payable by Parent is $280,000,000. Once a Milestone Payment has been paid as directed by the Equityholders’ Representative pursuant to this Section 1.13(a), Parent shall have no further obligations to any Person, including, without limitation, the Equityholders, with respect to the closing portion of the Change Milestone Payment so paid, other than to reasonably cooperate with the Equityholders’ Representative to process and pay, through its or its Affiliate’s payroll system, any portion of Control transactionsuch Milestone 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. 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 (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser Licensee shall pay to Sellers TSRI the additional amount payable in respect of such Additional Milestone in cash orfollowing non-creditable, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) non-refundable amounts (each, a “Milestone Payment,” and collectively, ”) for the “achievement of the 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 milestone as follows: In the Non-Exclusive Territory: 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, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Event Milestone Payment to Sellers within ten (10) Business Days thereof to for the bank accounts or brokerage accounts indicated by first of each New Licensed Product that achieves the Sellers Milestone Event First Commercial Sale for human therapeutic use in accordance the Non-Exclusive Territory U.S. $ [ *] [*] Confidential treatment requested; certain information omitted and filed separately with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.11SEC. In the event 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 Change particular New Licensed Product, and any formulations of Control any of Purchaserthe foregoing, Purchaser agrees to either (a) cause shall not be construed as rendering the acquirer to assumeLicensed Product containing such salts, whether in writing or by operation solvates, hydrates, morphological forms, prodrugs and/or metabolites a new and distinct New Licensed Product for purposes of law, all remaining this Section 4.2. Each Milestone Payments subject Payment shall only be due and payable once with respect to the terms 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 conditions set forth herein or (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable immediately prior only up to the closing amount of the Change Sublicense Payment due hereunder with respect to the Sublicense Revenues received with respect to the achievement of Control transactionsuch milestone event (i.e., no carry forward credit if the credit from the milestone payment exceeds the amount of the Sublicense Payment due for the Sublicense Revenues received with respect to the achievement of the same or substantially similar milestone event).

Milestone Payments. From Upon the occurrence and after simultaneous with the Closing Date but prior to the expiration closing of the Put Option Period (the “Post-Closing Milestone Period”)Event, in addition Borrowers shall be obligated to the consideration set forth in Section 1.6(c) above, in the event that (x) the Acquired Company has achieved the Base Milestones pay and the Sellers’ Representative has delivered a Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay tender to Sellers the additional amount payable in respect each Lender it Pro Rata Share of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) payments (each, a “Milestone Payment,” ”) determined with reference to when the Milestone Event occurs and collectivelyto the portion of the Commitment that has been drawn or utilized by Borrowers, as shown in the following two tables, the “Milestone Payments”). The Milestone Payments first of which relates to the Growth Capital Loan Commitment, and the Initial Purchase Price second of which relates to the Additional Growth Capital Loan Commitment. Each Milestone Payment shall be referred tendered to herein together as Lenders in cash, except that if the “Aggregate Purchase Price.” Upon achieving Milestone Event is an Additional MilestoneIPO, Purchaser shall promptly provide then Parent may (subject to the 25% limitation in the proviso below) elect, by written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately Lenders at least 10 days prior to the closing of the Change IPO, to tender to each Lender in lieu of Control transaction.cash that number of shares of common stock having an aggregate value based on the per share offering price of Parent’s common stock to the public equal to the amount of the applicable Milestone Payment (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 form of cash. Table 1 assumes that Borrowers have drawn upon the entire $7,500,000 of the Growth Capital Loan Commitment; the Milestone Payment amounts set forth in Table 1 shall be reduced pro rata if less than $7,500,000 has been drawn as of the closing of the Milestone Event. Table 1 Months From Closing 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 $5,000,000 has been drawn as of the closing of 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. From and after During the Closing Date but prior to the expiration term of the Put Option Period (the “Post-Closing Milestone Period”)this Agreement, in addition to the consideration set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser Sorrento shall pay to Sellers ACEA the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as amounts set forth in Section 1.6(b)(iiibelow 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 collectivelyeach 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 Sorrento satisfies all or portion of any Milestone Payment obligation through the delivery to ACEA of shares of Sorrento common stock (with respect to each such Milestone Payment, the “Milestone PaymentsPayment Shares”). The , the per share price used for calculating the number of Milestone Payments Payment Shares issued shall be the 10-Day VWAP of such shares (the “Milestone Per Share Price”) and the Initial Purchase Price Milestone Payment Shares shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, registered and Purchaser shall pay the applicable Milestone Payment to Sellers freely tradable within ten thirty (1030) 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 1.11days following issuance. In the event Sorrento satisfies all or portion of a Change the Milestone Payment obligation through the delivery to ACEA of Control Milestone Payment Shares and the Milestone Per Share Price is less than the closing price per share of PurchaserSorrento’s common stock, Purchaser agrees to either as reported on The Nasdaq Stock Market LLC on the date that is six months after the date of issuance of the Milestone Payment Shares, as applicable (the “Milestone Payment 6-Month Price”), Sorrento shall reimburse ACEA for the difference in value through (a) cause the acquirer to assumepayment of cash, 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 that delivery of additional shares of Sorrento common stock valued at the Milestone Payments become payable immediately prior to the closing Payment 6-Month Price or (c) a combination of the Change of Control transactionforegoing, in any case as determined by Sorrento in its sole discretion.

Milestone Payments. From and after (a) Upon the Closing Date but prior to the expiration occurrence of any of the Put Option Period (the “Post-Closing Milestone Period”), in addition to the consideration events set forth in Section 1.6(cthe table below under “Milestone Event” (each a “Milestone”) above(for the avoidance of doubt, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in with respect of Milestone Events (iv)-(viii), the calculation of Net Sales for a calendar year shall occur within sixty (60) days after the end of any calendar year following the year in which the First Commercial Sale of any Company Product takes place) Parent shall, within fifteen (15) Business Days of each such Additional Milestone event, deposit or cause to be deposited the amount of cash in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as U.S. dollars set forth in Section 1.6(b)(iii) the table below under “Milestone Payment” opposite such Milestone (each, a “Milestone Payment,” ”) to the Payment Agent for further distribution to the Equityholders, in each case (i) subject to any Contingent Merger Consideration Set-Off pursuant to Section 2.09 and collectivelywithholding 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 Closing Date, to the extent not accounted for in the determination of the Closing Merger Consideration, and (iii) less the portion of such amount, if any, allocable to Dissenting Shares; provided, that if any Milestone Payment becomes due and payable prior to the General Expiration Date, an amount equal to [***] of such Milestone Payment shall not be deposited with the Payment Agent and shall instead be deposited in the Indemnity Escrow Fund with the Escrow Agent, to be held by the Escrow Agent pursuant to the 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 Payments”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 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). The Notwithstanding anything to the contrary set forth in this Agreement, in the event that Parent fails to timely deposit any Milestone Payments Payment in accordance [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and the Initial Purchase Price shall (ii) would be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestonecompetitively harmful if publicly disclosed. with this Section 2.08(a), Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay then the applicable Milestone Payment to Sellers within ten (10) Business Days thereof to shall bear interest from the bank accounts or brokerage accounts indicated by date upon which such Milestone occurred until the Sellers in accordance date of deposit of the Milestone Payment with the Proceeds AllocationPayment Agent, subject in each case, at a rate per annum equal to the dispute resolution procedures set forth in Section 1.11[***]. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 Event Milestone Payments such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.Payment [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Milestone Payments. From Company will notify MacroGenics within [***] following the achievement by Company, its Affiliate or sublicensee of each Development Milestone, each Approval Milestone or Co-Funding Approval Milestone, as applicable, and after the Closing Date but prior to the expiration of the Put Option Period each Sales Milestone or Co-Funding Sales Milestone, as applicable (collectively, the “Post-Closing Milestone PeriodEvents”). Within [***] after achievement of each Milestone Event, in addition to Company shall remit the consideration set forth in Section 1.6(c) aboveapplicable Development Milestone Payment, in the event that (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a Approval Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the PostPayment or Co-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common Funding Approval *** = Portions of this page exhibit have been omitted pursuant to a request for Confidential Treatment confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. StockMilestone Payment, as set forth in Section 1.6(b)(iii) (eachapplicable, a “or Sales Milestone Payment or Co-Funding Sales Milestone Payment,” and , as applicable (collectively, the “Milestone Payments”)) to MacroGenics. The Each Milestone Payment by Company pursuant to this Section 9.3 shall be payable only once. For the sake of clarity, if Development of a first Product is discontinued prior to the time at which a Milestone Payment pursuant to this Section 9.3 is made with respect to such Product, then the achievement by a subsequent Product of any Milestone Event for which the Development of such first Product did not result in the achievement of a Milestone Payment under this Section 9.3 shall be deemed to be the first achievement of such milestone event under this Section 9.3. In addition, if for any reason the [***] Development Milestone does not occur prior to the occurrence of the [***] Development Milestone, then the [***] Development Milestone shall be deemed to occur concurrently with the occurrence of the [***] Development Milestone (e.g., if Development Milestone [***] occurs with respect to [***] Milestone [***] has not previously occurred with respect to such Indication or any other Indication, then Development Milestone [***] will be deemed to occur concurrently with Development Milestone [***] and Development Milestone Payments [***] and the Initial Purchase Price [***] shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, become due and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers payable in accordance with the Proceeds Allocationthis Section 9.3). Similarly, subject in each case, if for any reason a [***] Development Milestone does not occur with respect to an Indication prior to the dispute resolution procedures set forth in Section 1.11. In the event occurrence of a Change [***] Development Milestone with respect to such Indication, then a [***] Development Milestone shall be deemed to occur concurrently with the occurrence of Control such [***] Development Milestone, but only if at least one of Purchaser, Purchaser agrees the [***] Development Milestones has not yet occurred with respect to either another Indication (e.g. if (a) cause the acquirer Development Milestone [***] occurs with respect to assumean Indication (other than [***]) and none of Development Milestone [***],[***] or [***] have occurred with respect to such Indication or any other Indication, whether in writing or by operation of law, all remaining then Development Milestone [***] will be deemed to occur concurrently with Development Milestone [***] and Development Milestone Payments subject to the terms [***] and conditions set forth herein [***] shall become due and payable in accordance with this Section 9.3 or (b) accelerate the remaining if Development Milestone [***] occurs with respect to [***] and Development Milestone [***] has not yet occurred with respect to [***], then Development Milestone [***] will be deemed to occur concurrently with Development Milestone [***] and Development Milestone Payments such that the Milestone Payments [***] and [***] shall become due and payable immediately prior to the closing of the Change of Control transactionin accordance with this Section 9.3).

Milestone Payments. From and time to time after the Closing Date but prior Closing, Buyer shall pay or cause to be paid any amounts owing pursuant to Exhibit A to the expiration 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 Put Option Period (event Buyer becomes obligated pursuant to the “Post-Closing terms and conditions of Exhibit A to make any Milestone Period”)Payment to the Securityholders, Buyer shall pay, in addition accordance with this Section 3.10 and following the delivery to Buyer of an updated spreadsheet indicating the consideration set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone Payment to be paid to each Securityholder and each Option Promisee, cash in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant an amount equal to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “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, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment (less any Milestone Set-Off permitted by Exhibit A) to Sellers within ten the Securityholders by (10a) 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 Securityholder as promptly as practicable thereafter, and in any event no later than five (5) Business Days following receipt thereof by the Paying Agent) the portion of such Milestone Payment specified by the Stockholders’ Representative in writing to be paid by the Paying Agent, and (b) depositing with the payroll service provider of the Surviving Corporation or Buyer, as the case may be (for further distribution to the bank accounts or brokerage accounts indicated by Employee Optionholders (in respect of their Employee Options and, as applicable, the Sellers Option Promisees), in accordance with this Agreement and the Proceeds AllocationConsideration Spreadsheet, subject which payments will be made to each Employee Optionholder, with respect to their Employee Options, as promptly as practicable thereafter, and in each case, to any event no later than the dispute resolution procedures set forth in Section 1.11. In first regularly scheduled payroll of the event Surviving Corporation following receipt thereof by the Surviving Corporation) the portion of a Change of Control of Purchaser, Purchaser agrees to either (a) cause such Milestone Payment specified by the acquirer to assume, whether Stockholders’ Representative in writing to be paid through payroll. Each such Milestone Payment will be paid no later than the time provided 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, all remaining Milestone Payments subject (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 terms exclusive benefit of such Securityholder or its permitted transferees under clause (iii) above; provided, that, in each case, written notice of such assignment and conditions 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 herein the transferor or (b) accelerate assignor and the remaining Milestone Payments 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 Milestone Payments become payable immediately 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 closing 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 Change Code and any corresponding provision of Control transactionforeign, 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. 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 (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) CureVac will make milestone payments (each, a “"Milestone Payment,” ") to Arcturus upon the 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 collectivelypayable to Arcturus by CureVac within […***…] days of delivery of an invoice from Arcturus following notification from CureVac pursuant to the preceding paragraph, provided that if no such notification is timely provided by CureVac, the “Milestone Payments”Payment shall be deemed payable […***…] days after (A) the achievement of such 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 Section 4.1(ii). The 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 one or more of the Milestone Payments and Events set forth below are not achieved or not required for any reason, the Initial Purchase Price shall payment for such skipped Milestone Event will be referred to herein together due at the same time as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying payment for the Additional next achieved Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 caseEvent. For clarity: […***…]. For clarity, to the dispute resolution procedures set forth in Section 1.11. In the event of extent that a Change of Control of PurchaserLicensed Product is initiated against a Rare Disease Target and later expanded to a non-Rare Disease Target, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, then any and all remaining Milestone Payments subject to not previously made shall be due and payable upon the terms and conditions set forth herein or (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable immediately prior to the closing achievement of the Change of Control transactionnext non-Rare Disease Milestone (e.g., […***……***…]).

Milestone Payments. From 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 “Contract”) KNOW ALL MEN BY THESE PRESENTS that we the above 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 Closing Date but prior net payment to us of: (Agreed Net Payment) hereby remises, releases and forever discharges LGL and the expiration 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 or might have, in connection with payment for the supply of labour, materials, services or equipment through the date hereof in connection with the Contract or other agreements, understandings or arrangements entered into in connection therewith. 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 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 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 Put Option Period (foregoing agreements of the “Post-Closing Milestone Period”)Contractor contained in this Release, in addition to any nonobservance by the consideration set forth in Section 1.6(c) aboveContractor of any of the provisions of this Release, in or any claim that may be made by any Subcontractor, Supplier, employee or agent of the event that (x) Contractor against 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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable Releases or any of them in respect of such Additional Milestone any cause, matter or thing existing up to the date hereof arising out of or in cash orrespect of the Contract or other agreements, at Purchaser’s sole electionunderstandings or arrangements entered into in connection therewith, in shares including without limitation, any claim for lien. IN WITNESS WHEREOF we the said Contractor have executed these presents according to our proper rules and regulations Dated this Day of Purchaser Common *** Portions 200 SIGNED for and on behalf of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iiiContractor by its duly constituted attorneys: In the presence of: Name of Witness: Address of Witness: APPROVED FORM OF BANK GUARANTEE (To be typed on Bank Letterhead) To: Lihir Gold Limited (each, a “Milestone Payment,” and collectively, the “Milestone PaymentsCompany”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.

Milestone Payments. From and after (a) Upon the Closing Date but prior to the expiration occurrence of each of the Put Option Period (the “Post-Closing Milestone Period”), in addition to the consideration events set forth in Section 1.6(cTable 1.14 under “Milestone Trigger Event” (each a “Milestone Trigger Event”) aboveby Parent, its Affiliates, licensees or sublicensees, Parent shall promptly (and in any event, no later than [***] thereafter) deliver a notice to the event that (x) the Acquired Company has achieved the Base Milestones and the SellersStockholders’ Representative has delivered a Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash oroccurrence and, at Purchaser’s sole election, in shares of Purchaser Common no earlier than [*** Portions *] and no later than [***] following such notice, (i) issue to each Milestone Payment Recipient such Milestone Payment Recipient’s Contingent Allocation of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as portion of the applicable Milestone Payment set forth in Section 1.6(b)(iii) Table 1.14 under “Milestone Payment” opposite such Milestone Trigger Event (each, a “Milestone Payment,” and collectively”) (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 “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, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay cash portion of the applicable Milestone Payment of immediately available funds by wire transfer with the Exchange Agent for further distribution to Sellers 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 relevant Milestone and after the Milestone Trigger Event immediately preceding such Milestone Trigger Event, in each case subject to the provisions of Sections 1.14(b) and 1.15 and withholding rights set forth in Section 1.12 and less the portion of such amounts, if any, allocable to Dissenting Shares. Upon receipt of any such Milestone Payment 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 thereof of such receipt, its Contingent Allocation with respect to the Milestone Payment. 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 to Parent, the Surviving Corporation or any of their respective Affiliates) to receive such Milestone Payment Recipient’s Contingent Allocation with respect to such Milestone Payment. It is expressly understood and agreed that Parent, the Surviving Corporation and their respective Affiliates shall have no 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 on behalf of Parent to the Exchange Agent for further distribution to the Milestone Payment 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 accounts transfer processes or brokerage accounts indicated as otherwise agreed upon by the Sellers in accordance with the Proceeds Allocationparties, subject in each case, to the dispute resolution procedures set forth in Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either at an annual rate equal to: (a) cause the acquirer prime rate as published in the Wall Street Journal, Eastern Edition in effect from time to assume, whether in writing or by operation of law, all remaining Milestone Payments subject to the terms and conditions set forth herein or time during such period plus (b) accelerate [***], calculated on the remaining total number of days payment is delinquent. The Milestone Trigger Events and Milestone Payments such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.are as follows: Table 1.14

Milestone Payments. From and after the Closing Date but prior to the expiration of the Put Option Period (the “Post-Closing Milestone Period”In accordance with this Section 2.02(b), in addition connection with the occurrence of a Milestone Event, Borrower shall make a non-refundable cash payment to each Lender in the consideration amount of such Lender’s Pro Rata Share of the amount set forth in Section 1.6(c) above, opposite such Milestone Event in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) table below (each, a “Milestone Payment,” ”), by wire transfer of immediately available funds to an 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. Notwithstanding the foregoing, DPDI II hereby assigns its entire right, title and collectivelyinterest in and to the right to receive its Pro Rata Share of any Milestone Payments (including information and 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 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 Payments. Milestone Payments under this Section 2.02(b) shall be paid no later than fifteen (15) days following the occurrence of such Milestone Event; provided, however, that Milestone Payments in respect of Net Sales Milestone Events shall be paid no later than thirty (30) days following the end of the 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 Payments”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Price.Event” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay for purposes of this Agreement for which the applicable Milestone Payment to Sellers within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers is due and payable in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in this Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.2.02(b):

Milestone Payments. From and after (a) At the Closing Date but prior Closing, Parent will issue to the expiration each Milestone Payment Recipient that is an Indemnyfing Stockholder its Contingent Allocation of the Put Option Period First Milestone Payment in the form of restricted Parent Series A-2 Preferred Shares (the “Post-Closing First Milestone PeriodShares”), in addition valued at the Parent Preferred Per Share Price; provided, however, that to the consideration 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. The First Milestone Shares shall initially be restricted in accordance with the Stock Restriction Agreement in substantially the form attached hereto as Exhibit G (the “Stock Restriction Agreement”) and shall become fully vested Parent Series A-2 Preferred Shares only upon the occurrence of the First Milestone. Upon the occurrence of the First Milestone, Parent shall promptly (and in any event, no later than fifteen (15) days thereafter) deliver a notice to the Stockholders’ Representative of such occurrence, which notice shall include an express reference that the restrictions set forth in Section 1.6(c) abovethe 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 (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 on delivers notice to Parent prior to the Closing Date, and (y) that the Acquired Company achieves the Additional First Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectivelyhas occurred, the “First Milestone Payments”). The Milestone Payments and the Initial Purchase Price Shares shall be referred issued to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers 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 event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments Recipients at Closing without restriction and not subject to the terms Stock Restriction Agreement, and conditions set forth herein or (b) accelerate the remaining such First Milestone Payments Shares shall be fully vested Parent Series A-2 Preferred Shares as of such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionissuance.

Milestone Payments. From 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 after the Closing Date but prior to the expiration Invoicing) in respect of the Put Option Period (Charges associated with that Milestone as set out in the following workbooks of the Financial Model: Milestones referred to in the “Post-Closing Milestone Period”), in addition Payments” workbook that are Achieved through Approval of Documentary Deliverables; and Milestones referred to the consideration set forth in Section 1.6(c) above, in the event that (x) “Milestone Payments” workbook other than those Milestones referred to in paragraph 3.1.1. In respect of the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered referred to in paragraph 3.1, a Milestone Completion NoticeAchievement Certificate will be issued in accordance with clause 5.1 and schedule 6.1 (Transition Requirements). If any Milestone is not Achieved by its associated Milestone Date then, but where this schedule 7.1 (Charging and Invoicing) identifies the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable payment of Delay Payments in respect of such Additional Milestone Milestone, Delay Payments will be applied in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions accordance with paragraph 4 of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) schedule 7.1 (each, a “Milestone Payment,” Charging and collectively, the “Milestone Payments”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 Initial Purchase Price 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 referred repayable by the Hosting Supplier as a debt. If the Hosting Supplier is required to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof reduce any invoice or issue any credit note to the bank accounts or brokerage accounts indicated by the Sellers Authority in accordance with paragraph 3.5, then the Proceeds Allocation, subject in each case, Authority may agree to the dispute resolution procedures set forth in Section 1.11. In the event recovery of such element of Forecast Profit through a Change of Control of Purchaser, Purchaser agrees Milestone Payment which relates to either (a) cause the 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 that the Milestone Payments become payable immediately prior to the closing of the Change of Control transactionan appropriate CPP Milestone.

Milestone Payments. From In partial consideration of the License, and after the Closing Date but prior subject to the expiration terms and conditions stated herein, Dermata shall make the one-time payments to the Licensor upon the occurrence of the Put Option Period corresponding milestone events, specified in Table 4.2 (the “Post-Closing Milestone Period”), in addition to the consideration set forth in Section 1.6(c) above, in the event that (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 on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “Milestone Payments”). The In each case, the Milestone Payments and Payment may be made in cash or stock of Dermata (“Dermata Equity”), at the Initial Purchase Price option of Licensor, on a case-by-case basis. All Dermata Equity shall be referred “restricted stock” under Federal securities laws and shall be issued to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achievedLicensor under, and Purchaser shall pay the applicable Milestone Payment be subject to Sellers within ten (10) Business Days thereof a stock purchase agreement, lock up agreement and other ancillary documents between Dermata and Licensor, in a form to the bank accounts be determined by Dermata and reasonably acceptable to Licensor, but in no event shall such documents contain restrictions on, or brokerage accounts indicated by the Sellers obligations of, Licensor more onerous than those imposed on other non-affiliated holders of Dermata Equity, and in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.11applicable 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 date, the volume weighted average price per share of such common stock during the five (5) trading days subsequent to Licensor’s election to accept the 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 Change 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 Control of Purchasermultiple Licensed Products hereunder, Purchaser agrees to either (a) cause the acquirer to assume, whether which may involve separate clinical trials or Regulatory Approvals. Table 4.2 is hereby amended in writing or by operation of law, all remaining its entirety as follows: Table 4.2 Milestone Milestone Payments subject (US Dollars) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Table 4.3 is hereby amended to the terms and conditions set forth herein or (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.read in its entirety as follows: Table 4.3 Development Stage Sublicense Fee Rate [***] [***] [***] [***] [***] [***]