Common use of Payment Procedures Clause in Contracts

Payment Procedures. (a) Promptly following the occurrence of the Merck CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly The T&D shall issue payment for the Provider’s Fixed Adder Component and the Provider’s Capacity Component to the Provider’s financial institution designated in Exhibit B hereto via electronic funds within twenty-six (26) calendar days following the occurrence date of Retail SOS Customer billing by the Merck CVR T&D (the "T&D Payment Event, but in Due Date"). The T&D's date of Retail SOS Customer billing shall be no event later than five (5) Business Days after the occurrence of applicable meter reading date established pursuant the Merck CVR Payment EventT&D's meter reading schedule (attached hereto as Exhibit A, Buyer shall deliver as may be amended from time to time) subject to the Rights Agent a certificate Force Majeure provisions of Section 18 hereto (the “Achievement Certificate”"T&D Billing Date"), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If The T&D shall issue payment for the Merck CVR Payment Event has not occurred Provider’s Energy Component on or before the Outside Date, then, within five Business Days after 20th calendar day following the Outside Date, Buyer shall deliver calendar month for which kWh deliveries were reported to ISO-NE for the Load Asset ID to the Rights Agent a certificate (Provider’s financial institution designated in Exhibit B hereto via electronic funds. True-up payments for ISO-NE Resettlement quantities or revisions to LMP will be included in the “Nonnext payment issued after ISO-Achievement Certificate”)NE issues the weekly invoice containing the resettlement amounts. In accordance with Section 3.2, stating any resettlement that extend beyond the Merck CVR Payment Event did not occurTerm will trued up by the 20th calendar day after ISO-NE issues the final invoice. (c) Except as otherwise requested by any HolderIn the event that the scheduled T&D Payment Due Date falls on a weekend or holiday, the Rights Agent T&D Payment Due Date shall promptly be the next Business Day. In the event an erroneous amount is transferred, a transaction to correct the error shall be processed on the next T&D Payment Due Date. If the correction amount is greater than fifty thousand dollars (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”$50,000), the Rights Agent funds shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object be electronically transferred to the determination of Buyer that appropriate Party the Merck CVR Payment Event did not occur same Business Day as the erroneous transfer is discovered, if feasible. In no event shall the period to correct an error greater than fifty thousand dollars (a “Notice of Objection”$50,000) and stating exceed two (2) Business Days. If the reason upon which such Holder or Holders have determined that Provider questions the Merck CVR Payment Event has occurred on or before payment, the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with Provider may request the procedure set forth in Section 7.12, which decision shall be binding on T&D documentation supporting the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date T&D’s calculation of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountquestioned payment. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly Within ten Business Days following the occurrence of Company’s determination that it has achieved the Merck CVR Payment EventStudy Milestone or NDA Milestone, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Eventif any, Buyer shall Parent will (i) deliver to the Rights Agent a certificate written notice (in each case, a “Milestone Notice”) indicating the applicable Milestone achieved and (ii) in accordance with Section 4.02, transfer to the Rights Agent, at the Parent’s sole discretion, (A) subject to the valuation methodology set forth below, shares of Parent Common Stock (a “Achievement CertificateMilestone Stock Payment”), certifying that (B) cash (a “Milestone Cash Payment”), or (C) a combination thereof (but in no case less than the Holders are entitled Excess Cash Amount), equal to receive the Merck aggregate CVR Payment AmountAmount then due and payable to the Holders. No transaction described in Section 6.1(a) hereof shall give For purposes of this Agreement, shares of Parent Common Stock will be valued based on the Holders the right to receive the Merck CVR Payment AmountVolume Weighted Average Price. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, thenThe Rights Agent will, within five ten Business Days after of receipt of any Milestone Notice (each such date, a “Milestone Notice Date”), send each Holder at its registered address a copy of the Outside Date, Buyer shall deliver to applicable Milestone Notice. At the time the Rights Agent sends a certificate (copy of such Milestone Notice to the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any HolderHolders, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in will also pay the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck applicable CVR Payment Amount to the Holders (Holders, with each Holder being entitled receiving (1), on account of any Milestone Stock Payment, the number of shares of Parent Common Stock equal in value (as set forth in Section 2.04(a)) to receive its pro rata share the product of A * B, where “A” equals the Merck quotient of (i) the applicable CVR Payment Amount based on in respect of the applicable Milestone, divided by (ii) the then-outstanding number of CVRs held by all Holders including Parent, and “B” equals the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) Register (i) such calculation, the “Pro Rata Share”), and, (2), on account of any Milestone Cash Payment, such Holder’s Pro Rata Share of the Milestone Cash Payment. The shares of Parent Common Stock to be issued to Holders pursuant to the foregoing shall be evidenced by properly authorized share certificates registered with the Parent’s stock transfer agent, or at Parent’s discretion, by book entry registration with the Parent’s stock transfer agent. The Milestone Cash Payment to be paid pursuant to the foregoing, shall be paid by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before prior to such Merck Milestone Notice Date. (c) In the event that any CVR Payment DateAmount payable to the Holders under Section 2.04(a) or Section 2.04(b) includes shares of Parent Common Stock, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided Parent and the Rights Agent shall take such actions as are necessary to issue or transfer to each Holder such Holder’s Pro Rata Share of shares of Parent Common Stock, in accordance with wire transfer instructions, by wire transfer of immediately available funds to such accountapplicable Law. (gd) Buyer Each of the Parent and the Surviving Corporation shall be entitled to deduct and or withhold, or cause the Rights Agent to be deducted deduct or withheldwithhold, from each Merck any CVR Payment Amount otherwise payable or otherwise deliverable pursuant to this Agreement, in each case directly or through an authorized agent, such amounts as Buyer or the applicable subsidiary of Buyer is are reasonably determined to be required to deduct and withhold with respect to the making of such payment be deducted or withheld therefrom under the Internal Revenue Code, Code or any other provision of any applicable federal, state, local or foreign tax lawnon-U.S. Tax Laws. To the extent that such amounts are so deducted or withheld or and paid over to or deposited with the relevant governmental entityTax authority, such withheld amounts shall be treated for all purposes of under this Agreement as having been paid to the Holder(s) to whom such amounts would otherwise have been paid or delivered. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts; provided that the time period for payment of the applicable CVR Payment Amount by the Rights Agent set forth in under Section 2.04(a) or Section 2.04(b) shall be extended by a period equal to any delay caused by the Holder providing such forms. (e) Any portion of any CVR Payment Amount that remains undistributed to the Holders one year after an applicable Milestone Notice Date will be delivered by the Rights Agent to Parent, upon written demand, and any Holder will thereafter look only to Parent for payment of such CVR Payment Amount, without interest. (f) Neither Parent nor the Rights Agent will be liable to any person in respect of any CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s and the Rights Agent’s reasonable best efforts to deliver a CVR Payment Amount to the applicable Holder, any CVR Payment Amount has not been paid prior to one (1) year after an applicable Milestone Notice Date (or immediately prior to such earlier date on which the CVR Payment Amount would otherwise escheat to or become the property of any Governmental Entity), any such deduction CVR Payment Amount will, to the extent permitted by applicable Law, become the property of Parent, free and withholding was madeclear of all claims or interest of any person previously entitled thereto. (g) Except to the extent any portion of any CVR Payment Amount is required to be treated as imputed interest pursuant to applicable Law, the Parties agree to treat the CVRs and the CVR Payment Amounts received with respect to the Company Common Stock pursuant to the Merger Agreement for all U.S. federal and applicable state and local income Tax purposes as additional consideration for the Company Common Stock, and none of the parties will take any position to the contrary on any U.S. federal and applicable state and local income tax return or for other U.S. federal and applicable state and local income Tax purposes except as required by applicable Law. (h) Subject to prior execution and delivery by If any cash payment arising as a result of the Rights Agent achievement of a reasonable and customary confidentiality/nonuse agreementMilestone (including any payment of fractional shares as set forth in Section 2.04(j)) would result in the Mergers’ failing to meet the “continuity of interest” requirement set forth in Section 1.368-1(e) of the Treasury Regulations promulgated under the Code, Buyer shall promptly furnish or would otherwise cause the Mergers to fail to qualify as a “reorganization” within the meaning of Code Section 368(a), Parent shall, in lieu of cash consideration, issue to the Rights Agent all information Agent, on behalf of and documentation for the benefit of the Holders, a number of shares of Parent Common Stock (valued as set forth in connection with Section 2.04(a)) necessary to cause the Mergers to meet the “continuity of interest” requirement set forth in Section 1.368-1(e) of the Treasury Regulations promulgated under the Code (taking into account for such determination the value of such Parent Common Stock at both the time of such payment and at the Effective Time of the First Merger) or otherwise causing the Mergers to fail to qualify as a “reorganization” within the meaning of Code Section 368(a), but in no event will Parent be required to issue Parent Stock valued in excess of the portion of the CVR Payment that has been earned as a result of the achievement of the applicable Milestone. (i) Notwithstanding anything contained herein to the contrary, in no event shall the aggregate amount of Parent Common Stock issued, or issuable, pursuant to the terms of this Agreement and the Merck CVRs that Merger Agreement exceed the Rights Agent or maximum amount permitted under Nasdaq rules without shareholder approval, in which case any Holder or Holders remaining amount of at least 20% the CVR Payment Amount shall be paid in cash (the “Excess Cash Amount”) pursuant to Section 2.04(a); provided, however, if the Excess Cash Payment would result in the aggregate Mergers failing to meet the “control” requirement of Section 368(a)(2)(E) of the outstanding Merck CVRs may reasonably request Code, or would otherwise cause the Mergers to fail to qualify as a tax-free reorganization, then Parent shall use its commercially reasonable efforts to promptly obtain the necessary approval under the Nasdaq listing requirements or the requirements of any applicable securities exchange or trading market on which the Parent Common Stock is then listed in connection with order to issue such shares and the determination payment requirements under this Agreement shall be suspended until such approval is obtained. Parent covenants and agrees to, as expeditiously as practicable, register or qualify the issuance of whether all shares of Parent Common Stock issued or transferred to Holders under this Agreement under the Merck CVR Payment Event has occurred. Subject to prior execution Securities Act and delivery by the applicable Holders securities or “Blue Sky” laws of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request each jurisdiction in which such informationregistration or qualification is necessary.

Payment Procedures. (a) Promptly No later than forty-five (45) days following the occurrence end of the Merck each CVR Payment EventPeriod during the CVR Term, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer Insight shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck Statement for such CVR Payment Amount. (b) If Period. Concurrent with the Merck delivery of each CVR Payment Event has not occurred Statement, on or before the Outside Dateterms and conditions of this Agreement, then, within five Business Days after the Outside Date, Buyer Insight shall deliver to pay the Rights Agent a certificate in U.S. dollars an amount equal to one-hundred percent (100%) of the Net Proceeds (if any) (subject to the proviso in the definition of the term “Non-Achievement CertificateCVR Payment”)) for the applicable CVR Payment Period; provided, stating however, that in the event that the Merck aggregate CVR Payment Event did on any CVR Payment Statement shall be less than $1,000,000, no CVR Payment Amount shall be due and instead such CVR Payment shall be added to subsequent CVR Payments until: (i) the aggregate CVR Payment shall be at least $1,000,000 or (ii) final CVR Payment Period. Such amount of Net Proceeds will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent not occur. less than ten (c10) Except as otherwise requested by any HolderBusiness Days prior to the date of the applicable payment. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in no event later than five any event, within ten (10) Business Days after receipt thereofDays) send pay, by check mailed, first-class postage prepaid, to the address each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every CVR Register at such time or by other method of deliver as specified by the applicable Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered in writing to the Rights Agent, who will in turn, on the Merck an amount equal to such Holder’s CVR Payment DateAmount. The Rights Agent shall, distribute the Merck upon any ▇▇▇▇▇▇’s request in writing and as soon as practicable after receipt of a CVR Payment Amount to Statement under this Section 2.4(a), send such Holder at its registered address a copy of such statement. For the Holders (each Holder being entitled to receive its pro rata share avoidance of doubt Insight shall have no further liability in respect of the Merck relevant CVR Payment Amount based on upon delivery of such CVR Payment in accordance with this Section 2.4(a) and the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address satisfaction of each such respective Holder as reflected of Insight’s obligations set forth in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountSection 2.4(a). (gb) Buyer The Rights Agent shall solicit from each Holder an IRS Form W-9 or applicable IRS Form W-8 at such time or times as is necessary to permit any payment under this Agreement to be made without U.S. federal backup withholding. That notwithstanding, Insight shall be entitled to deduct and withhold and hereby authorizes the Rights Agent to deduct and withhold, any tax or cause similar governmental charge or levy, that is required to be deducted or withheld, withheld under applicable law from each Merck CVR Payment Amount otherwise any amounts payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax lawAgreement (“Withholding Taxes”). To the extent that the amounts are so withheld by Insight or paid over to or deposited with the relevant governmental entityRights Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder person in respect of which whom such deduction and withholding was made. . In the event Insight becomes aware that a payment under this Agreement is subject to Withholding Taxes (h) Subject other than U.S. federal backup withholding), Insight shall use commercially reasonable efforts to prior execution provide written notice to the Rights Agent and delivery the Rights Agent shall use commercially reasonable efforts to provide written notice of such Withholding Taxes to the applicable Holders and a reasonable opportunity for the Holder to provide any necessary Tax forms, including an IRS Form W-9 or appropriate IRS Form W-8, as applicable, in order to reduce such withholding amounts; provided that the time period for payment of a CVR Payment by the Rights Agent set forth in Section 2.4(a) will be extended by a period equal to any delay caused by the Holder providing such forms. For the avoidance of a doubt, in the event that notice has been provided to an applicable Holder pursuant to this Section 2.4(b), no further notice shall be required to be given for any future payments of such Withholding Tax. Insight will use commercially reasonable efforts to provide withholding and customary confidentiality/nonuse agreement, Buyer shall promptly furnish reporting instructions in writing (email being sufficient) to the Rights Agent from time to time as relevant, and upon reasonable request of the Rights Agent. The Rights Agent shall have no responsibilities with respect to tax withholding, reporting or payment except specifically instructed by Insight. (c) Any portion of a CVR Payment that remains undistributed to the Holders six (6) months after the end of an applicable CVR Payment Period (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to Insight or a person nominated in writing by Insight (with written notice thereof from Insight to the Rights Agent), and any Holder will thereafter look only to Insight for payment of such CVR Payment (which shall be without interest). (d) If any CVR Payment (or portion thereof) remains unclaimed by a Holder two (2) years after the end of an applicable CVR Payment Period (or immediately prior to such earlier date on which such CVR Payment would otherwise escheat to or become the property of any Governmental Authority), such CVR Payment (or portion thereof) will, to the extent permitted by applicable Law, become the property of Insight and will be transferred to Insight or a person nominated in writing by Insight (with written notice thereof from Insight to the Rights Agent), free and clear of all information claims or interest of any Person previously entitled thereto, and documentation no consideration or compensation shall be payable therefor. Neither Insight nor the Rights Agent will be liable to any Person in respect of a CVR Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law. In addition to and not in limitation of any other indemnity obligation herein, Insight agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with this Agreement and the Merck CVRs that the Rights Agent transferring such property to Insight, a public office or any Holder or Holders of at least 20% a person nominated in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery writing by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationInsight.

Payment Procedures. (a) Promptly following the occurrence of the Merck an H3 CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck an H3 CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck an H3 CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck an H3 CVR Payment Amount. (b) If the Merck any H3 CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck H3 CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck H3 CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck H3 CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck H3 CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck H3 CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck H3 CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck H3 CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck H3 CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck H3 CVR Payment Date, Buyer shall cause the Merck H3 CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck H3 CVR Payment Date, distribute the Merck H3 CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck H3 CVR Payment Amount based on the number of Merck H3 CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck H3 CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck H3 CVR Register as of the close of business on the last Business Day before such Merck H3 CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck H3 CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck H3 CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck H3 CVRs may reasonably request in connection with the determination of whether the Merck H3 CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly following the occurrence of the Merck any Real Estate CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck such Real Estate CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck such Real Estate CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck Real Estate CVR Payment Amount. (b) If the Merck CVR Payment Event a Real Estate Sale has not occurred on or before the CVR Outside Date, then, within five Business Days after the CVR Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that a Real Estate Sale has not occurred on or before the Merck CVR Outside Date and no Real Estate CVR Payment Event did not can occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck Real Estate CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event a Real Estate Sale did not timely occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event a Real Estate Sale has occurred on or before the CVR Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck Real Estate CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck Real Estate CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck Real Estate CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck Real Estate CVR Payment Date that is within 15 calendar days after of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck Real Estate CVR Payment Date, Buyer shall cause the Merck Real Estate CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck Real Estate CVR Payment Date, distribute the Merck Real Estate CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck Real Estate CVR Payment Amount based on the number of Merck Real Estate CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck Real Estate CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck Real Estate CVR Register as of the close of business on the last Business Day before such Merck Real Estate CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck Real Estate CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck Real Estate CVRs that the Rights Agent or any Holder or Holders of at least 205% in the aggregate of the outstanding Merck Real Estate CVRs may reasonably request in connection with the determination of whether the Merck Real Estate CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly following If the occurrence of the Merck CVR Payment EventMilestone has been achieved on or prior to December 31, but 2021 (the “Expiration Date”), then the Milestone Payments shall become due and payable. In such event, Parent or its designee shall provide prompt (and in no event later than five ten Business Days after receipt of the FDA TE Achievement Notice) notice to the Rights Agent of the occurrence of the Merck CVR Payment EventMilestone (the “Milestone Occurrence Notice”), Buyer which notice shall (i) indicate that the FDA TE Achievement Notice has been received and (ii) specify a payment date for the Milestone Payment, no later than 60 days after the date of the FDA TE Achievement Notice (the “Payment Date”). For the avoidance of doubt, the Milestone Payment shall only be paid, if at all, one time under this Agreement. (b) On or before the Payment Date, Parent shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described an amount in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver cash equal to the Rights Agent a certificate (aggregate Milestone Payment with respect to the “Non-Achievement Certificate”)CVRs held by all Holders, stating other than that portion payable to the Merck CVR Payment Event did not occur. (cEquity Award Holders, which aggregate amount shall be retained by Parent for payment pursuant to Section 1.4(d) Except as otherwise requested by any Holder, the below. The Rights Agent shall promptly (and in no event later than five Business Days after receipt thereofthereof by the Rights Agent) send to each Holder at its address set forth in the CVR Register a copy of the Milestone Occurrence Notice and any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders letter of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution instruction reasonably required by the Rights Agent of a Non-Achievement Certificate (Agent, and, other than with respect to Equity Award Holders, an amount in cash equal to the “Objection Period”), the Rights Agent shall deliver a written notice Milestone Payment with respect to Buyer prepared each CVR held by such Holder or Holders specifying that such Holder or Holders object to Holder. If the determination of Buyer that the Merck CVR Payment Event did Milestone does not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding by 5:00 p.m. Eastern time on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection PeriodExpiration Date, then the Holders shall have no right to receive the Merck Milestone Payment with respect to their CVRs (c) Parent or its designee shall provide prompt (and in no event later than ten Business Days after receipt of the FDA TE Non-Achievement Notice) notice to the Rights Agent a certificate (“Non-Occurrence Notice”) which notice shall (i) indicate that the FDA TE Non-Achievement Notice has been received and (ii) indicate that the Milestone Payment will not be paid. The Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof by the Rights Agent) send to each Holder at its address set forth in the CVR Register a copy of the Non-Occurrence Notice. (d) With respect to the Milestone Payment Amountthat is payable pursuant to this Agreement to Holders other than Equity Award Holders, and Buyer and the Rights Agent shall have no further obligations with respect pay the applicable amount to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date each of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (the amount to which each Holder being is entitled to receive its pro rata share of the Merck CVR Payment Amount will be based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in on the Merck CVR Register as of the close of business on the last Business Day before prior to such Merck CVR payment date. With respect to any Milestone Payment that is payable to Equity Award Holders, Parent shall, within 10 days following the Payment Date, orpay, or cause the Company to pay, each such Holder the applicable amount (iithe amount to which each Equity Award Holder is entitled to receive will be based on the number of CVRs held by such Holder as reflected on the CVR Register) with respect through the Company’s payroll system (subject to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountapplicable Tax withholding). (ge) Buyer Each of the Rights Agent, Parent, Acquisition Sub, any Affiliate of Parent and the Surviving Corporation shall be entitled to deduct and withhold, or cause to be deducted or withheld, withhold from each Merck CVR Payment Amount otherwise any amounts payable pursuant to this AgreementAgreement and pay to the applicable Taxing Authority, such amounts as Buyer or that each of the applicable subsidiary Rights Agent, Parent, Acquisition Sub, any Affiliate of Buyer Parent and the Surviving Corporation is required to deduct and or withhold with respect to the making of such payment under the Internal Revenue Code, Code or any other provision of state, local or foreign tax lawapplicable Tax Laws. To the extent that such amounts are so withheld or paid over to or deposited with the relevant governmental entitydeducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder Person in respect of which in respect of whom such deduction and withholding was made. (hf) Subject The Rights Agent shall hold, as agent for Parent, any cash held by it for payment to prior execution and delivery by the Holders in a non-interest bearing account at such commercial bank as Parent instructs the Rights Agent. Notwithstanding anything to the contrary herein, Parent shall be responsible for providing the Rights Agent with sufficient funds to satisfy its payment obligations to Holders. (g) Any cash that remains undistributed to the Holders of a reasonable CVRs 12 months after such payment is due (including by means of uncashed checks or invalid addresses on the CVR Register) in accordance with the terms of this Agreement, shall be delivered to Parent or its designee, within five Business Days following the expiration of such 12 month period and customary confidentiality/nonuse agreementshall be held in trust by Parent for the benefit of the Holders. Any Holders of CVRs who have not theretofore received cash with respect to such CVRs shall thereafter look only to Parent for payment of their claim therefor (subject to abandoned property, Buyer shall promptly furnish escheat or similar Laws). Notwithstanding any other provisions of this Agreement, any portion of the cash provided by Parent to the Rights Agent all information and documentation in connection with that remains unclaimed after termination of this Agreement in accordance with Section 5.13 (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Authority) shall, to the extent permitted by Law, become the property of Parent free and the Merck CVRs that the Rights Agent clear of any claims or interest of any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurredPerson previously entitled thereto. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreementNeither Parent, the Rights Agent nor any of their Affiliates shall forward be liable to any information and documentation it receives Holder for any payments delivered to a public official pursuant to any abandoned property, escheat or other similar Law. (h) The Rights Agent shall keep copies of this Agreement available for inspection by the Holders who request such informationduring normal business hours at its office.

Payment Procedures. (a) Promptly following the occurrence of the Merck any Aplindore CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck such Aplindore CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck such Aplindore CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck an Aplindore CVR Payment Amount. (b) If the Merck CVR Payment Event Aplindore Sale has not occurred on or before the CVR Outside Date, then, within five Business Days after the CVR Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck Aplindore Sale has not occurred on or before the CVR Outside Date and no Aplindore CVR Payment Event did not can occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck Aplindore CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event Aplindore Sale did not timely occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has Aplindore Sale occurred on or before the CVR Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck any Aplindore CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck Aplindore CVR Payment AmountAmount(s). (f) If (i) Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck (ii) an Aplindore CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) aboveabove or (iii) an Aplindore Expense Reserve Balance exists at the CVR Outside Date, then Buyer shall establish a Merck an Aplindore CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck Aplindore CVR Payment Date, Buyer shall cause the Merck Aplindore CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck Aplindore CVR Payment Date, distribute the Merck Aplindore CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck Aplindore CVR Payment Amount based on the number of Merck Aplindore CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck Aplindore CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck Aplindore CVR Register as of the close of business on the last Business Day before such Merck Aplindore CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck Aplindore CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck Aplindore CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck Aplindore CVRs may reasonably request in connection with the determination of whether the Merck an Aplindore CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly following Upon the occurrence of the Merck a CVR Payment Event, but as promptly as practicable (and in no any event later than within forty-five Business Days (45) days after Public Company has received Net Proceeds from such CVR Event), Public Company shall (i) deliver (or cause to be delivered) to the Holder Representative and the Rights Agent an Officer’s Certificate (a “CVR Event Notice”): (A) certifying that a CVR Event has occurred and providing a reasonably detailed description of such CVR Event, including the date of the occurrence of such CVR Event, (B) certifying that each Holder is entitled to receive the Merck CVR Payment EventAmount applicable to such Holder, Buyer shall and (C) setting forth Public Company’s calculation of the CVR Event Payment, and (ii) deliver (or cause to be delivered) to the Rights Agent a certificate (any letter of instruction reasonably required by the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment AmountRights Agent. (b) If (i) the Merck Holder Representative does not object to any determination or calculation set forth in the CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver Notice by delivery of a written notice thereof to Public Company (with a copy to the Rights Agent a certificate Agent) setting forth in reasonable detail such objection, together with reasonable supporting documentation (the an “Non-Achievement CertificateObjection Notice”), stating that the Merck CVR Payment Event did not occur. ) within thirty (c30) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after calendar days following receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate applicable CVR Event Notice (the “Objection Period”), or (ii) the Rights Agent shall deliver Holder Representative delivers a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object Public Company (with a copy to the determination Rights Agent) indicating that it has no objections to the calculations set forth in the CVR Event Notice, Public Company’s calculation of Buyer that the Merck any CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection Payment, as applicable, shall be resolved final and binding on all parties and the Holders. If the Holder Representative has not timely delivered an Objection Notice to Public Company during the Objection Period, the Holder Representative shall be deemed to have accepted the determination or calculation set forth in the CVR Event Notice. (c) If the Holder Representative timely delivers to Public Company (with a copy to the Rights Agent) an Objection Notice, Public Company and the Holder Representative shall attempt in good faith to resolve such matters within thirty (30) calendar days after receipt of the same by Public Company, and if unable to do so, Public Company and the Holder Representative shall resolve any unresolved disputed in accordance with the procedure set forth in provisions of Section 7.127, which decision shall will be final and binding on the parties hereto and every Holder (including the Holders not participating therein)parties. (ed) If Within ten (10) Business Days of the final determination of a Notice CVR Event Payment in accordance with the terms of Objection has not been delivered this Agreement, Public Company shall deliver (or cause to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (fbe delivered) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d(i) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date any letter of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to instruction reasonably required by the Rights Agent, who will and (ii) cash, by wire transfer of immediately available funds to an account designated by the Rights Agent, in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount an amount equal to the applicable CVR Event Payment due to all Holders pursuant to Section 4.2, as finally determined pursuant to this Section 2.4. The Rights Agent will promptly, and in any event within ten (10) Business Days of receipt of such CVR Event Payment and any letter of instruction reasonably required by the Rights Agent, pay to each Holder being entitled in accordance with the corresponding letter of instruction, an amount equal to receive its pro rata share of the Merck product determined by multiplying (i) the quotient of: (A) the applicable CVR Event Payment Amount based on divided by (B) the sum of: (x) the total number of Merck CVRs held (registered in the CVR Register as of the date of such CVR Event, plus (y) the Achievement Certificate or total number of CVRs that would be issued to the holders of Public Company Warrants outstanding as of the date of final determination pursuant such CVR Event assuming the full exercise of such Public Company Warrants by the holders thereof (which number shall be determined by the Company and provided to Section 2.4(dthe Rights Agent), by (ii) above, as applicable) by the number of CVRs registered to such Holder as reflected on in the Merck CVR RegisterRegister at such time (each such amount, a “CVR Payment Amount”) (i1) by check mailed to the address of each such respective Holder as Holder, reflected in the Merck CVR Register as of 5:00 p.m. New York City time on the last Business Day before such payment is made or (2) with respect to any such Holder who has provided the Rights Agent wiring instructions in writing as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that payment is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsmade, by wire transfer of immediately available funds to the account specified on such accountinstructions. Concurrently with the payment of the CVR Payment Amounts pursuant to the preceding sentence, Public Company shall deposit with the Rights Agent, for the benefit of holders of any Public Company Warrants that remain outstanding and unexercised, an amount equal to the aggregate CVR Payment Amounts that would be due with respect to the CVRs issuable to the holders of such Public Company Warrants if such Public Company Warrants had been exercised and the corresponding CVRs had been issued in respect of Public Company Common Stock issuable in connection with such exercise. The applicable portion of such CVR Payment Amounts deposited for the benefit of such holders of Public Company Warrants shall be (i) upon exercise of a Public Company Warrant and issuance of CVRs in respect of Public Company Common Stock issuable in connection with such exercise, paid out to the Holder of the CVRs so issued as a result of such exercise within ten (10) Business Days after such exercise, and (ii) upon expiration or termination of a Public Company Warrant, paid out as additional CVR Event Payments to the existing Holders within ten (10) Business Days after such expiration or termination. (ge) Buyer Each of Public Company, the Rights Agent and each of their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted or withheld, withhold from each Merck CVR Payment Amount the amounts otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and or withhold therefrom under applicable Law. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, the making Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts; provided, that the time period for payment under of a CVR Payment Amount by the Internal Revenue Code, Rights Agent to such Holder set forth in this Section 2.4 shall be extended by a period equal to any delay caused by such Holder in providing such forms. Any such amounts deducted or any provision of state, local or foreign tax law. To withheld and remitted to the extent that amounts are so withheld or paid over to or deposited appropriate Governmental Entity in accordance with the relevant governmental entity, such withheld amounts applicable Law shall be treated for all purposes of under this Agreement and the Merger Agreement as having been paid to the Holder to whom such amounts would otherwise have been paid. (f) Any cash deposited with the Rights Agent pursuant to Section 2.4(d) (and any interest or other income earned thereon) that remains undistributed as of the date such CVR Payment Amount could properly be delivered to a public official pursuant to applicable abandoned, property, escheat, or similar applicable Law (including by means of invalid addresses on the CVR Register) shall be delivered by the Rights Agent to Public Company or its designated Affiliate, upon demand, and any Holder entitled to his, her or its CVR Payment Amount hereunder shall thereafter look to Public Company or any successor-in-interest of Public Company for payment of its claim for such CVR Payment Amount (subject to applicable abandoned property, escheat and other similar Law), without interest, but such Holder will have no greater rights against Public Company than those accorded to general unsecured creditors of Public Company under applicable Law. In addition to and not in limitation of any other indemnity obligation herein, Public Company agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Public Company. (g) The right of the Holders to receive CVR Payment Amounts payable in respect of which such deduction and withholding was madethe CVRs hereunder shall rank equal in seniority with, or have priority over, the payment of any dividends on Public Company Common Stock whether in liquidation or otherwise. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish Except to the Rights Agent extent otherwise required pursuant to a change in applicable Law after the Closing Date, the Parties shall treat, for all information Tax purposes, the issuance of the CVRs in accordance with the Agreed Tax Treatment as determined by Public Company, upon the advice and documentation recommendation of its tax advisor PricewaterhouseCoopers LLP, after Public Company’s good faith consultation with its legal counsel and Merger Partner. The Agreed Tax Treatment shall be the treatment of the issuance of the CVRs, for Tax purposes, that is determined in connection accordance with this Agreement the previous sentence, and the Merck CVRs that the Rights Agent or any Holder or Holders of shall be determined at least 20% in two (2) Business Days prior to the aggregate filing of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurredinitial Registration Statement. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward The Parties will not take any information and documentation it receives position contrary to the Holders who request such informationAgreed Tax Treatment on any Tax Return or for other Tax purposes, except as required by a change in applicable Law after the Closing Date.

Payment Procedures. (a) Promptly following the occurrence of the Merck a Roche CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck a Roche CVR Payment Event, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive a Roche CVR Payment Amount (and setting forth the Merck calculation of such Roche CVR Payment Amount), and shall also deliver to the Rights Agent the indicated Roche CVR Payment Amount in cash. Until such Achievement Certificate is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that a Roche CVR Payment Event has not occurred. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck a Roche CVR Payment Amount. Such cash amount deposited with the Rights Agent shall, pending its disbursement to such holders, be invested by the Rights Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) money market funds investing solely in a combination of the foregoing. Any interest and other income resulting from such investments shall be applied first to the satisfaction of the Rights Agent Fees and Expenses, and any remainder (the “Remainder”) shall be paid to the Holders as set forth in Section 2.4(e) below. The Rights Agent must receive federal or other immediately available funds before 1:00 p.m., Eastern Time, on the funding date in order for such funds to be so invested on such date. Funds received after such time on the funding date will not be so invested until the following Business Day. Except as expressly provided above, the Rights Agent will not be obligated to calculate or pay interest to any Holder or any other party. (b) If the Merck CVR no Roche Milestone Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate, stating that no Roche Milestone Payment Event occurred. If no Roche Royalty Payment Event has occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate, stating that no Roche Royalty Payment Event occurred. If no Roche Purchase Payment Event has occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate, stating that no Roche Purchase Payment Event occurred. Such certificate (or certificates are herein referred to in the singular as the “Non-Achievement Certificate”).” Until such Non-Achievement Certificate is received by the Rights Agent, stating that the Merck CVR Payment Event did not occurRights Agent shall have no duties or obligations with respect to the Outside Date, and the Rights Agent shall have no duties or obligations to monitor or determine the Outside Date. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereofSubject to Section 5.16(a) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Merger Agreement, within 45 calendar days after distribution delivery by the Rights Agent Buyer of a Non-Achievement Certificate or Achievement Certificate (the “Objection Period”), the Rights Agent shall Stockholders’ Representative may deliver a written notice to Buyer prepared by such Holder or Holders (with a copy to the Rights Agent) specifying that such Holder or Holders object the Stockholders’ Representative objects to (i) the determination of Buyer that no Roche Milestone Payment Event occurred on or before the Merck Outside Date and/or that no Roche Royalty Payment Event occurred on or before the Outside Date and/or that no Roche Purchase Payment Event occurred on or before the Outside Date or (ii) the calculation of the Roche CVR Payment Event did not occur Amount, as applicable (a “Notice of Objection”) ), and stating the reason upon which such Holder or Holders have the Stockholders’ Representative has determined that (A) the Merck Roche CVR Payment Event has occurred on or before the Outside DateDate or (B) the calculation of the Roche CVR Payment Amount is in error, as applicable. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein)Holder. (ed) If a Notice of Objection with respect to a Non-Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck Roche CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck Roche CVR Payment Amount. If a Notice of Objection with respect to an Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to assert that the calculation of the Roche CVR Payment Amount is in error. (fe) If Buyer delivers an Achievement Certificate to the Rights Agent and the Stockholders’ Representative or if the Merck Roche CVR Payment Amount is determined to be payable pursuant to Section 2.4(d2.4(c) above, Buyer shall establish a Merck Roche CVR Payment Date that is within 15 calendar days after on the January 1 or July 1 which next follows the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d2.4(c) above, as applicable. At , and deliver written notice to the Rights Agent of such determination at least five (5) Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to date. Until such notice is received by the Rights Agent, who will in turnthe Rights Agent may presume conclusively for all purposes that the Roche CVR Payment Date has not occurred. The Rights Agent shall have no duty or obligation to establish any payment amount or payment date with respect to the Roche CVR Payment Date. Upon receipt of such written notice and all other necessary information, the Rights Agent will, on the Merck such Roche CVR Payment Date, distribute the Merck Roche CVR Payment Amount and the Remainder to the Holders (each Holder being entitled to receive its pro rata share of the Merck Roche CVR Payment Amount and the Remainder based on the number of Merck Roche CVRs held (as of the date of third Business Day before the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicableRoche CVR Payment Date) by such Holder as reflected on the Merck Roche CVR Register) (i) by check mailed to the address of each such respective Holder as then reflected in the Merck Roche CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountRegister. (gf) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck Roche CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (g) On such date following the Outside Date as the holders of at least 20% of the outstanding General CVRs shall request via two Business Day prior written notice to the Stockholders’ Representative, the Stockholders’ Representative shall deliver to the Rights Agent in cash any amount remaining available in the Stockholders’ Representative Fund together with written instructions regarding the distribution of such amount (including the names and addresses of the applicable Holders and the breakdown of amounts to be distributed), and the Rights Agent will, within five Business Days of receipt of such instructions and amount (such date the “Fund Distribution Date”), distribute such amount in accordance with such instructions to the Holders of the General CVRs, the Glucagon CVRs, the TR Beta CVRs and the Roche CVRs (each Holder being entitled to receive its pro rata share of such amount based on the number of General CVRs, Glucagon CVRs, TR Beta CVRs and Roche CVRs held (as of the Fund Distribution Date) by such Holder as reflected in the General CVR Register, the Glucagon CVR Register, the TR Beta CVR Register and the Roche CVR Register (as defined herein and in the General CVR Agreement, the Glucagon TR Beta CVR Agreement and the TR Beta CVR Agreement) by check mailed to the address of each such respective Holder as reflected in the General CVR Register, the Glucagon CVR Register, the TR Beta CVR Register and the Roche CVR Register as of the Close of Business on the last Business Day before the Fund Distribution Date. Until such written instructions are received by the Rights Agent, the Rights Agent shall not be obligated to take any action with respect to this paragraph. After the Fund Distribution Date, the Stockholders’ Representative shall be relieved of any and all duties and obligations under the Merger Agreement or any of the CVR Agreements. (h) Subject to prior execution and delivery by the Rights Agent Stockholders’ Representative to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent Stockholders’ Representative all information and documentation in connection with this Agreement and the Merck Roche CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Stockholders’ Representative may reasonably request in connection with the determination of whether the Merck a Roche CVR Payment Event has occurredoccurred or whether the calculation of a Roche CVR Payment Amount is in error, as applicable. Subject to prior execution and delivery by the applicable Holders to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall Stockholders’ Representative may forward any information and documentation it receives to the Holders who request such information, but the Stockholders’ Representative covenants and agrees that in no event shall the Stockholders’ Representative provide any such information or documentation to any Holder who (i) is a Competitor of Buyer or (ii) holds fewer than 1% of the total number of Roche CVRs.

Payment Procedures. (a) Promptly If any Milestone is achieved, then, in each case, on a date (a “Milestone Payment Date”) that is within 60 days following the occurrence last day of the Merck CVR Payment Event, but such Calendar Quarter in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall which such Milestone is achieved: (i) Parent will deliver to the Rights Agent (A) a certificate notice (a “Milestone Notice”) indicating (1) the “Achievement Certificate”), certifying achievement of such Milestone and that the Holders are entitled to receive the Merck applicable Milestone Amount, and (2) Parent’s election as to which portion of such Milestone Amount shall be settled by payment of cash (the “Milestone Cash Amount”) pursuant to Section 2.4(b) or by credit of Parent Common Stock (the “Milestone Stock Amount”) pursuant to Section 2.4(c), and (B) cash in the aggregate amount of the Milestone Cash Amount (if such amount is greater than zero). (ii) Subject to the terms of this Agreement, including Section 2.4(d), each CVR Payment shall entitle the Holder thereof to receive from Parent the number of fully paid and nonassessable shares of Parent Common Stock equal to the applicable Milestone Stock Amount (determined by dividing such amount by the Milestone Stock Price), together, if applicable, with any Milestone Cash Amount. No transaction described , any cash payable in lieu of fractional shares as provided in Section 6.1(a) hereof shall give the Holders the right 2.8 and any dividends or distributions payable as provided Section 2.9, in each case subject to receive the Merck CVR Payment Amountany applicable withholding Tax. (b) If the Merck CVR Payment Event has not occurred on or before the Outside DateThe Rights Agent shall promptly, then, and in any event within five 10 Business Days after of receipt of a Milestone Notice, as well as any letter of instruction reasonably required by the Outside DateRights Agent, Buyer shall deliver send each Holder at its registered address a copy of such Milestone Notice. If any Milestone Cash Amount is payable to the Holders, then at the time the Rights Agent sends a certificate (copy of such Milestone Notice to the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any HolderHolders, the Rights Agent shall promptly also pay to each Holder, subject to any applicable withholding Tax, the applicable Milestone Cash Amount (and in no event later than five Business Days after receipt thereof) send the amount of which each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount shall be based on the applicable Milestone Cash Amount multiplied by the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on in the Merck CVR Register) ), in accordance with the corresponding letter of instruction (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of 5:00 p.m. New York City time on the date of the applicable Milestone Notice or (ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess date of $1,000,000 who has provided the Rights Agent with wire transfer instructionsMilestone Notice, by wire transfer of immediately available funds to the account specified on such accountinstruction. (c) Promptly following the Milestone Payment Date, and in any event within 10 Business Days, subject to any withholding Tax, Parent shall (i) pay the applicable Milestone Stock Amount by crediting (or shall cause its Transfer Agent to credit) the appropriate number of book-entry shares of Parent Common Stock (as determined in accordance with Section 2.4(a)(ii)) to each Holder in the name of such Holder as recorded in the CVR Register, and such book-entry shares of Parent Common Stock shall be deemed to have been issued and any person so named therein shall be deemed to have become a holder of record of such shares of Parent Common Stock as of the applicable Milestone Payment Date, and (ii) deliver to the Rights Agent any cash necessary to be paid to Holders in lieu of fractional shares as provided in Section 2.8 hereof, and the Rights Agent shall deliver to each Holder at his, her or its address appearing on the CVR Register, (x) a written notice specifying the number of shares of Parent Common Stock (if any) paid for each CVR and to whom the shares of Parent Common Stock were issued and the Rights Agent shall promptly record such issuance in the CVR Register and (y) a check reflecting the amount of any cash in lieu of fractional shares to be provided to such Holder as provided in Section 2.8 hereof and, if applicable, amounts payable pursuant to Section 2.9. (d) Notwithstanding anything to the contrary herein, in no event shall Parent credit (or have any obligation to credit) pursuant to, or in connection with, the CVRs a number of shares of Parent Common Stock that exceeds the Parent Share Cap; provided that this Section 2.4(d) shall not be deemed to limit any Holder’s right to receive any Milestone Amount in full (it being understood that any portion of a Milestone Amount that would otherwise exceed the Parent Share Cap shall be paid as a Milestone Cash Amount). (e) Notwithstanding any other provisions of this Agreement, any portion of the cash provided by Parent to the Rights Agent as a reserve for purposes of payments to Holders of cash in lieu of fractional shares pursuant to Section 2.8 hereof and, if applicable, amounts payable pursuant to Section 2.4(b) or Section 2.9 that remains unclaimed as of the first anniversary of the applicable Milestone Payment Date (including by means of uncashed checks or invalid addresses on the CVR Register) shall be delivered to Parent or its designee and not disbursed to the Holders, and, thereafter, such Holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to such cash that may be payable. (f) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any payments delivered to a public official pursuant to any abandoned property, escheat law or other similar Legal Requirements. (g) Buyer If a Milestone is not achieved during any one of the 2021, 2022, 2023 or 2024 Calendar Years, then on or before the date that is 60 days after the expiration of each such applicable Calendar Year period, Parent shall be entitled deliver to deduct the Rights Agent a certificate certifying that such Milestone has not occurred, accompanied by a statement setting forth, in reasonable detail, a calculation of Net Sales for the applicable period (each, a “Milestone Non-Achievement Certificate”). The Rights Agent shall promptly, and withholdin any event within 10 Business Days of receipt of a Milestone Non-Achievement Certificate, send each Holder at its registered address a copy of such Milestone Non-Achievement Certificate, including detail regarding the ability of a Holder or cause Holders to be deducted dispute or withheld, from each Merck CVR Payment Amount otherwise payable contest such determination of non-achievement of a Milestone pursuant to this Agreement, such amounts as Buyer or . If the applicable subsidiary of Buyer is required Rights Agent does not receive from the Acting Holders a written objection to deduct and withhold (i) a Milestone Non-Achievement Certificate with respect to Milestone 1, if any, within 180 days of the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of such Milestone Non-Achievement Certificate to the Holders in accordance with this Section 2.4(g), the Holders shall be deemed to have accepted such Milestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to Milestone 1 and the ▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇▇/▇▇ (▇▇) a reasonable and customary confidentiality/nonuse agreementMilestone Non-Achievement Certificate with respect to Milestone 2 Milestone 3, Buyer shall promptly furnish to and/or Milestone 4, if any, within 180 days of the delivery by the Rights Agent all information and documentation in connection of such Milestone Non-Achievement Certificate with this Agreement and respect the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives 2024 Calendar Year to the Holders who request in accordance with this Section 2.4(g), the Holders shall be deemed to have accepted such informationMilestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to each such Milestone and the applicable Milestone Amount.

Payment Procedures. (a) Promptly following the occurrence of the Merck a TR Beta CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck a TR Beta CVR Payment Event, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive a TR Beta CVR Payment Amount (and setting forth the Merck calculation of such TR Beta CVR Payment Amount), and shall also deliver to the Rights Agent the indicated TR Beta CVR Payment Amount in cash. Until such Achievement Certificate is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that a TR Beta CVR Payment Event has not occurred. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck a TR Beta CVR Payment Amount. Such cash amount deposited with the Rights Agent shall, pending its disbursement to such holders, be invested by the Rights Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) money market funds investing solely in a combination of the foregoing. Any interest and other income resulting from such investments shall be applied first to the satisfaction of the Rights Agent Fees and Expenses, and any remainder (the “Remainder”) shall be paid to the Holders as set forth in Section 2.4(e) below. The Rights Agent must receive federal or other immediately available funds before 1:00 p.m., Eastern Time, on the funding date in order for such funds to be so invested on such date. Funds received after such time on the funding date will not be so invested until the following Business Day. Except as expressly provided above, the Rights Agent will not be obligated to calculate or pay interest to any Holder or any other party. (b) If the Merck no TR Beta CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate, stating that the TR Beta CVR Payment Event did not occur. Such certificate (is herein referred to as the “Non-Achievement Certificate”).” Until such Non-Achievement Certificate is received by the Rights Agent, stating that the Merck CVR Payment Event did not occurRights Agent shall have no duties or obligations with respect to the Outside Date, and the Rights Agent shall have no duties or obligations to monitor or determine the Outside Date. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereofSubject to Section 5.16(a) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Merger Agreement, within 45 calendar days after distribution delivery by the Rights Agent Buyer of a Non-Achievement Certificate or Achievement Certificate (the “Objection Period”), the Rights Agent shall Stockholders’ Representative may deliver a written notice to Buyer prepared by such Holder or Holders (with a copy to the Rights Agent) specifying that such Holder or Holders object the Stockholders’ Representative objects to (i) the determination of Buyer that the Merck no TR Beta CVR Payment Event did not occur occurred on or before the Outside Date or (ii) the calculation of the TR Beta CVR Payment Amount, as applicable (a “Notice of Objection”) ), and stating the reason upon which such Holder or Holders have the Stockholders’ Representative has determined that (A) the Merck TR Beta CVR Payment Event has occurred on or before the Outside DateDate or (B) the calculation of the TR Beta CVR Payment Amount is in error, as applicable. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein)Holder. (ed) If a Notice of Objection with respect to a Non-Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck TR Beta CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck TR Beta CVR Payment Amount. If a Notice of Objection with respect to an Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to assert that the calculation of the TR Beta CVR Payment Amount is in error. (fe) If Buyer delivers an Achievement Certificate to the Rights Agent and the Stockholders’ Representative or if the Merck TR Beta CVR Payment Amount is determined to be payable pursuant to Section 2.4(d2.4(c) above, Buyer shall establish a Merck TR Beta CVR Payment Date that is within 15 calendar days after on the January 1 or July 1 which next follows the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d2.4(c) above, as applicable. At , and deliver written notice to the Rights Agent of such determination at least five (5) Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to date. Until such notice is received by the Rights Agent, who will in turnthe Rights Agent may presume conclusively for all purposes that the TR Beta CVR Payment Date has not occurred. The Rights Agent shall have no duty or obligation to establish any payment amount or payment date with respect to the TR Beta CVR Payment Date. Upon receipt of such written notice and all other necessary information, the Rights Agent will, on the Merck such TR Beta CVR Payment Date, distribute the Merck TR Beta CVR Payment Amount and the Remainder to the Holders (each Holder being entitled to receive its pro rata share of the Merck TR Beta CVR Payment Amount and the Remainder based on the number of Merck TR Beta CVRs held (as of the date of third Business Day before the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicableTR Beta CVR Payment Date) by such Holder as reflected on the Merck TR Beta CVR Register) (i) by check mailed to the address of each such respective Holder as then reflected in the Merck TR Beta CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountRegister. (gf) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck TR Beta CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (g) On such date following the Outside Date as the holders of at least 20% of the outstanding General CVRs shall request via two Business Day prior written notice to the Stockholders’ Representative, the Stockholders’ Representative shall deliver to the Rights Agent in cash any amount remaining available in the Stockholders’ Representative Fund together with written instructions regarding the distribution of such amount (including the names and addresses of the applicable Holders and the breakdown of amounts to be distributed), and the Rights Agent will, within five Business Days of receipt of such instructions and amount (such date the “Fund Distribution Date”), distribute such amount in accordance with such instructions to the Holders of the General CVRs, the TR Beta CVRs, the Glucagon CVRs and the Roche CVRs (each Holder being entitled to receive its pro rata share of such amount based on the number of General CVRs, TR Beta CVRs, Glucagon CVRs and Roche CVRs held (as of the Fund Distribution Date) by such Holder as reflected in the General CVR Register, the TR Beta CVR Register, the Glucagon CVR Register and the Roche CVR Register (as defined herein and in the General CVR Agreement, the Glucagon CVR Agreement and the Roche CVR Agreement) by check mailed to the address of each such respective Holder as reflected in the General CVR Register, the TR Beta CVR Register, the Glucagon CVR Register and the Roche CVR Register as of the Close of Business on the last Business Day before the Fund Distribution Date. Until such written instructions are received by the Rights Agent, the Rights Agent shall not be obligated to take any action with respect to this paragraph. After the Fund Distribution Date, the Stockholders’ Representative shall be relieved of any and all duties and obligations under the Merger Agreement or any of the CVR Agreements. (h) Subject to prior execution and delivery by the Rights Agent Stockholders’ Representative to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent Stockholders’ Representative all information and documentation in connection with this Agreement and the Merck TR Beta CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Stockholders’ Representative may reasonably request in connection with the determination of whether the Merck a TR Beta CVR Payment Event has occurredoccurred or whether the calculation of a TR Beta CVR Payment Amount is in error, as applicable. Subject to prior execution and delivery by the applicable Holders to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall Stockholders’ Representative may forward any information and documentation it receives to the Holders who request such information, but the Stockholders’ Representative covenants and agrees that in no event shall the Stockholders’ Representative provide any such information or documentation to any Holder who (i) is a Competitor of Buyer or (ii) holds fewer than 1% of the total number of TR Beta CVRs.

Payment Procedures. (a) Promptly following If the occurrence Milestone occurs prior to the expiration of a Sales Measurement Period, then, on or prior to the Merck CVR Milestone Payment EventDate, but in no event later than five Business Days after the occurrence of the Merck CVR Payment EventParent, Buyer shall will (i) deliver to the Rights Agent a certificate (and the “Achievement Certificate”)Holders’ Representative, an Officer’s Certificate certifying the date of the occurrence of the Milestone and that the Holders are entitled to receive the Merck CVR Milestone Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Milestone Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (cii) Except as otherwise requested by deliver any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy letter of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution instruction reasonably required by the Rights Agent and (iii) deposit with the Rights Agent, in trust for the benefit of a Non-the Holders, the aggregate amount necessary to pay the Milestone Payment Amount to each Holder. As promptly as practicable after the Rights Agent’s receipt of the Milestone Achievement Certificate Certificate, any letter of instruction reasonably required by the Rights Agent and the aggregate amount necessary to pay the Milestone Payment Amount to each Holder (the “Objection Period”and in any event, within ten (10) Business Days after receipt), the Rights Agent shall deliver a written notice (A) deliver, or cause to Buyer prepared be delivered, by first-class postage prepaid mail, to each Holder at the address of such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day date of the Milestone Achievement Certificate, a copy of the Milestone Achievement Certificate and (B) pay or cause to be paid, by check delivered by first-class postage prepaid mail, to each Holder at the address of such Holder set forth in the CVR Register as of the close of business on the date of the Milestone Achievement Certificate, the Milestone Payment Amount payable to such Holder, less any applicable withholding pursuant to Section 2.4(d). (b) If the Milestone has not occurred prior to the expiration of a Sales Measurement Period then, on or before the date that is forty-five (45) days after the end of such Merck CVR Payment DateSales Measurement Period, orParent will deliver to the Rights Agent and the Holders’ Representative (i) an Officer’s Certificate certifying that the applicable Milestone has not occurred in the immediately preceding Sales Measurement Period and that Parent has complied in all material respects with its obligations under this Agreement (the “Milestone Non-Achievement Certificate”), and (ii) with respect the Net Sales Statement for such Sales Measurement Period. The Rights Agent will promptly (and in any event, within ten (10) Business Days after receipt) deliver, or cause to be delivered, by first-class postage prepaid mail, to each Holder at the address of such Holder set forth in the CVR Register as of the close of business on the date of the Milestone Non-Achievement Certificate, a copy of such Milestone Non-Achievement Certificate and the Net Sales Statement for such Sales Measurement Period. The Rights Agent will deliver to Parent a certificate certifying the date of delivery of such certificate to the Holders. (c) Except to the extent any Holder that portion of any Milestone Payment Amount is due payment required to be treated as imputed interest pursuant to this Agreement in excess applicable Law, the parties hereto agree to treat any Milestone Payment Amount as additional consideration for the shares of $1,000,000 who has provided Company Common Stock for all U.S. federal and applicable state and local income Tax purposes. The parties hereto will not take any position to the contrary on any Tax Return except as required by applicable Law. (d) Parent and the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer shall will be entitled to deduct and withhold, or cause to be deducted or and withheld, from each Merck CVR any Milestone Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax lawapplicable Law relating to Taxes. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entitydeducted and withheld, such deducted and withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject made and, in no event shall either Parent or the Rights Agent be obligated to prior execution pay additional amounts in respect of any such deduction or withholding. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder, the Rights Agent will, to the extent reasonably practicable, provide notice to the Holder of such potential Tax deduction or withholding and delivery a reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts; provided, however, that the time period for payment of a Milestone Payment Amount by the Rights Agent set forth in Section 2.4(a) will be extended by a period equal to any delay caused by the Holder providing such forms, provided, further, that in no event shall such period be extended for more than ten (10) Business Days, unless specifically requested by the Holder for the purpose of delivering such forms and agreed to by the Rights Agent in its sole discretion. Except as provided in this Section 2.4(f), none of Parent or any of its Affiliates shall have any right to set off any amounts owed or claimed to be owed by any Holder to any of them against such Holder’s Milestone Payment Amount or other amount payable to such Holder in respect of the CVRs. (e) Any portion of any Milestone Payment Amount that remains undistributed to the Holders twelve (12) months after the applicable Milestone Payment Date (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to Parent or a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent Agent), and any Holder will thereafter look only to Parent for payment, without interest, of such Milestone Payment Amount (subject to abandoned property, escheat or other similar Laws). (f) If any Milestone Payment Amount (or portion thereof) remains unclaimed by a Holder two (2) years after the applicable Milestone Payment Date (or immediately prior to such earlier date on which such Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Authority), such Milestone Payment Amount (or portion thereof) will, to the extent permitted by applicable Law, become the property of Parent and will be transferred to Parent or a person nominated in writing by Parent (with written notice thereof from Parent to the Rights Agent), free and clear of all information claims or interest of any Person previously entitled thereto, and documentation in connection with this Agreement and the Merck CVRs that no consideration or compensation shall be payable therefor. Neither Parent nor the Rights Agent will be liable to any Person in respect of any Milestone Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the similar legal requirement under applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationLaw.

Payment Procedures. (a) Promptly following the occurrence Payment of the Merck CVR Payment Eventprincipal and interest payable on the Maturity Date will be made by check, but by wire transfer or by Automated Clearing House (ACH) transfer in no event later than five Business Days after immediately available funds to a bank account in the occurrence of United States designated by the Merck CVR Payment Event, Buyer registered Noteholder if such Noteholder shall deliver have previously provided wire instructions to the Rights Agent Company, upon presentation and surrender of this Subordinated Note at the Payment Office (as defined in Section 22 (Notices) below) or at such other place or places as the Company shall designate by notice to the registered Noteholders as the Payment Office, provided that this Subordinated Note is presented to the Company in time for the Company to make such payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Maturity Date) shall be made on each Interest Payment Date by wire transfer in immediately available funds or check mailed to the registered Noteholder, as such person’s address appears on the Security Register. Interest payable on any Interest Payment Date shall be payable to the Noteholder in whose name this Subordinated Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a certificate Business Day, except that interest not paid on the Interest Payment Date, if any, will be paid to the holder in whose name this Subordinated Note is registered at the close of business on a special record date fixed by the Company (the a “Achievement CertificateSpecial Record Date”), certifying notice of which shall be given to the Noteholder not less than ten (10) calendar days prior to such Special Record Date. To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be applied first against costs and expenses of the Noteholder, if any, for which the Company is liable under this Subordinated Note; then against interest due hereunder; and then against principal due hereunder. The Noteholder acknowledges and agrees that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on payment of all or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate portion of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent principal amount of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent this Subordinated Note and all interest hereon shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object be pari passu in right of payment and in all other respects to the determination of Buyer other Subordinated Notes. In the event that the Merck CVR Payment Event did not occur (a “Notice Noteholder receives payments in excess of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on Company’s payments to the number holders of Merck CVRs held (as all of the date Subordinated Notes, then the Noteholder shall hold in trust all such excess payments for the benefit of the Achievement Certificate or the date of final determination pursuant other Noteholders and shall pay such amounts held in trust to Section 2.4(d) above, as applicable) such other holders upon demand by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountholders. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly On or before the fifth Business Day following the occurrence of the Merck CVR (i) any EMA Payment EventTrigger Date and (ii) July 1, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event2019, Buyer shall Parent will deliver to the Rights Agent a certificate notice (the “Achievement CertificateEMA Approval Payment Notice”)) indicating whether EMA Approval was achieved, certifying that the Holders are entitled to receive the Merck CVR Payment Amountand if achieved, whether EMA Preferred Product Label Approval was achieved. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on On or before the Outside Datefifth Business Day following (i) any FDA Payment Trigger Date and (ii) July 1, then2019, within five Business Days after the Outside Date, Buyer shall Parent will deliver to the Rights Agent a certificate notice (the “Non-Achievement CertificateFDA Approval Payment Notice”) indicating whether FDA Product Approval was achieved, and if achieved, whether FDA Preferred Product Label Approval was achieved. On or before the fifth Business Day following (i) any Sales Milestone Trigger Date and (ii) July 1, 2024, unless prior to such date one or more Regulatory Approval Payment Notices was delivered to the Rights Agent indicating both FDA Preferred Product Label Approval and EMA Preferred Product Label Approval had been achieved, Parent will deliver to the Rights Agent a notice (the “Milestone Notice”) indicating whether a Sales Milestone was achieved. (b) The Rights Agent will, within ten Business Days of receipt of any Regulatory Approval Payment Notice (each such date, a “Regulatory Approval Payment Date”), stating that send each Holder at its registered address a copy of the Merck CVR Regulatory Approval Payment Event did not occur. (c) Except as otherwise requested by any HolderNotice. If a Regulatory Approval Payment Amount is payable to the Holders, then at the time the Rights Agent sends a copy of a Regulatory Approval Payment Notice to the Holders, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in will also pay the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR applicable Regulatory Approval Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to each of the Holders (the amount to which each Holder being is entitled to receive its pro rata share of will be the Merck CVR applicable Regulatory Approval Payment Amount based on multiplied by the number of Merck CVRs CPRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR CPR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR CPR Register as of the close of business on the last Business Day before prior to such Merck CVR Regulatory Approval Payment Date. (c) The Rights Agent will, orwithin ten Business Days of receipt of any Milestone Notice, (ii) with respect send each Holder at its registered address a copy of the Milestone Notice. If a Milestone Payment Amount is payable to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Holders, then at the time the Rights Agent with wire transfer instructionssends a copy of a Milestone Notice to the Holders, the Rights Agent will also pay the applicable Milestone Payment Amount to each of the Holders (the amount to which each Holder is entitled to receive will be the applicable Milestone Payment Amount multiplied by wire transfer the number of immediately available funds CPRs held by such Holder as reflected on the CPR Register) by check mailed to the address of each Holder as reflected in the CPR Register as of the close of business on the last Business Day prior to such accountMilestone Payment Date. (gd) Buyer Parent shall be entitled to deduct and or withhold, or cause the Rights Agent to be deducted deduct or withheldwithhold, from each Merck CVR any Payment Amount otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer is may be required to deduct and withhold with respect to the making of such payment be deducted or withheld therefrom under the Internal Revenue Code, the Treasury Regulations thereunder, or any provision of stateother applicable Tax Law, local as may be determined by Parent or foreign tax lawthe Rights Agent. To the extent that such amounts are so withheld deducted or paid over to or deposited with the relevant governmental entitywithheld, such withheld amounts shall be treated for all purposes of under this Agreement as having been paid to the Holder in respect person to whom such amounts would otherwise have been paid, and as soon as practicable after any payment of which such deduction and withholding was madetaxes by Parent or the Rights Agent, Parent shall deliver (or shall cause the Rights Agent to deliver) to the person to whom such amounts would otherwise have been paid the original or a certified copy of a receipt issued by the applicable taxing authority evidencing such payment, a copy of the return reporting such payment, or other reasonably acceptable evidence of such payment. (he) Subject Any portion of any Payment Amount that remains undistributed to prior execution and delivery the Holders six months after an applicable Payment Date will be delivered by the Rights Agent to Parent, upon demand, and any Holder will thereafter look only to Parent for payment of a reasonable and customary confidentiality/nonuse agreementsuch Payment Amount, Buyer shall promptly furnish without interest, but such Holder will have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable law. (f) Neither Parent nor the Rights Agent all information and documentation will be liable to any person in connection with this Agreement and the Merck CVRs that the Rights Agent respect of any Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event Amount has occurred. Subject to not been paid immediately prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request date on which such informationPayment Amount would otherwise escheat to or become the property of any Governmental Entity, any such Payment Amount will, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Payment Procedures. (a) Promptly following If the occurrence Milestone occurs at any time prior to the expiration of the Merck CVR Milestone Period, then, on or prior to the Milestone Payment EventDate, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall Parent Holdco will deliver or cause to be delivered to the Rights Agent (i) a certificate (the “Milestone Achievement Certificate”), ) certifying the date of the satisfaction of the Milestone and that the Holders are entitled to receive the Merck CVR Milestone Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by a wire transfer of immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding multiplied by the amount of the Milestone Payment (the “Aggregate Milestone Payment”). After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within five (5) Business Days) pay (x) by one lump sum wire payment to DTC for any Holder who is a former street name holder of Shares and (y) for all other Holders, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent (such accountamount in (x) and (y) together, an amount in cash equal to Aggregate Milestone Payment). The Rights Agent shall hold the Aggregate Milestone Payment in a non-interest bearing account until such payment is made in accordance with the foregoing sentence. Notwithstanding the foregoing, in no event shall Parent Holdco be required to pay the Milestone Payment more than once and Parent Holdco shall not be required to pay the Milestone Payment if the Milestone occurs after the expiration of the Milestone Period. (gb) Buyer Parent Holdco or the Rights Agent shall be entitled to deduct and withholdor withhold from the Milestone Payment, or cause if payable, such amounts as may be required to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold withheld with respect to the making of such payment Milestone Payment or CVR under the Internal Revenue Code, and the rules and regulations thereunder, or any other applicable provision of state, local or foreign tax lawLaw relating to Taxes, as may be reasonably determined by Parent Holdco or the Rights Agent. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary Tax forms in order to reduce or eliminate such withholding amounts. To the extent that such amounts are so withheld deducted or paid over to or deposited with the relevant governmental entitywithheld, such withheld amounts shall be treated for all purposes of under this Agreement as having been paid to the Holder person to whom such amounts would otherwise have been paid, and prior to the fifteenth (15th) day of February in respect the year following any payment of which such deduction and withholding was made. (h) Subject to prior execution and delivery Taxes by Parent Holdco or the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreementAgent, the Rights Agent shall forward deliver to the person to whom such amounts would otherwise have been paid the original Form 1099 or other reasonably acceptable evidence of such withholding. (c) Any portion of any information and documentation it receives Milestone Payment that remains undistributed to the Holders who request six (6) months after the date of the Milestone Achievement Certificate shall be delivered by the Rights Agent to Parent Holdco, upon demand, and any Holder shall thereafter look only to Parent Holdco for payment of such informationMilestone Payment, without interest, but such Holder shall have no greater rights against Parent Holdco than those accorded to general unsecured creditors of Parent Holdco under applicable Law. (d) Neither Parent Holdco nor the Rights Agent shall be liable to any person in respect of any Milestone Payment delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If, despite Parent Holdco’s and/or the Rights Agent’s reasonable best efforts to deliver a Milestone Payment to the applicable Holder, such Milestone Payment has not been paid prior to the date on which such Milestone Payment would otherwise escheat to or become the property of any Governmental Entity, any such Milestone Payment shall, to the extent permitted by applicable Law, immediately prior to such time become the property of Parent Holdco, free and clear of all claims or interest of any person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent Holdco agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent Holdco. (e) Except to the extent any portion of any Milestone Payment is required to be treated as imputed interest pursuant to applicable Law, the Parties agree to treat the CVRs and the Milestone Payment received with respect to the Shares pursuant to the Merger Agreement for all U.S. federal and applicable state and local income Tax purposes as additional consideration for the Shares and none of the Parties will take any position to the contrary on any U.S. federal and applicable state and local income Tax Return or for other U.S. federal and applicable state and local income Tax purposes except as required by applicable Law. (f) The Parties agree, to the extent consistent with applicable law, to treat the payments from the CVRs received with respect to the Company RSUs and Company Options for all U.S. federal and applicable state and local income Tax purposes as compensation payments (and not to treat the CVR as a payment itself).

Payment Procedures. (a) Promptly In the event that any Milestone is achieved during the Milestone Period for such Milestone, then (i) on a date that is within sixty (60) days following either the occurrence last day of such Fiscal Year in which Milestone 1 is achieved or the Merck CVR Payment Eventlast day of such Fiscal Quarter in which Milestone 2 is achieved, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer Parent shall deliver to the Rights Agent a certificate written notice (the “Achievement CertificateMilestone Notice”) indicating such Milestone was achieved and an Officer’s Certificate certifying the date of such achievement(s) and (ii) promptly thereafter (but in any event no later than five (5) Business Days following the delivery of such Milestone Notice), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer Parent shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionscash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the applicable Milestone Payment Amount for such accountMilestone to all Holders (other than amounts due to Holders in respect of Equity Award CVRs), along with any letter of instruction reasonably required by the Rights Agent. For the avoidance of doubt, if both Milestones are achieved in the same Fiscal Year, then the Milestone Payment Amounts for both Milestones shall be paid simultaneously. (gb) Buyer The Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of a Milestone Notice and cash, by wire transfer of immediately available funds, equal to the aggregate amount necessary to pay the applicable Milestone Payment Amount for each Milestone that is the subject of such Milestone Notice to all Holders (other than Holders in respect of Equity Award CVRs) pursuant to Section 2.4(a) as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of such Milestone Notice. If a Milestone Payment for a Milestone is payable to the Holders, then at the time the Rights Agent sends a copy of the Milestone Notice for such Milestone to the Holders, the Rights Agent shall also pay such Milestone Payment Amount for such Milestone to each of the Holders (other than amounts due to Holders in respect of Equity Award CVRs) in accordance with the corresponding letter of instruction (i) by electronic payment or check mailed to the address of such Holder reflected in the CVR Register as of 5:00 p.m. Eastern Time on the date of such Milestone Notice or (ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the date of such Milestone Notice, by wire transfer of immediately available funds to the account specified on such instructions. Notwithstanding anything to the contrary set forth herein, the Rights Agent shall have no responsibility whatsoever with respect to any Milestone Payment Amount to Holders in respect of Equity Award CVRs and Parent shall cause payments described in this Section 2.4 with respect to Equity Award CVRs to be paid to the applicable Holder through payroll of the Surviving Corporation or an appropriate successor (and in all other respects in accordance with the requirements hereof) no later than sixty (60) days following either the last day of such Fiscal Year in which Milestone 1 is achieved or the last day of such Fiscal Quarter in which Milestone 2 is achieved. (c) Parent (or the Surviving Corporation or an applicable successor in the case of payments in respect of Equity Award CVRs) shall be entitled to deduct and withhold, or cause the Rights Agent to be deducted or withhelddeduct and withhold, from each Merck CVR any Milestone Payment Amount or any other amounts otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer may be required to be deducted and withheld therefrom under applicable Tax Law, as may reasonably be determined by Parent or the applicable subsidiary of Buyer is required Rights Agent. Prior to deduct and withhold making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder (other than amounts due to Holders in respect of Equity Award CVRs), Parent shall instruct the making Rights Agent to, and upon receipt of such payment under instruction the Internal Revenue CodeRights Agent shall, request IRS Form W-9 or applicable IRS Form W-8, or any provision other appropriate forms, from Holders within a reasonable amount of statetime in order to provide the opportunity for the Holder to provide such forms (or any other necessary Tax forms) in order to mitigate or reduce such withholding. Parent shall, local or foreign tax lawshall cause the Rights Agent to, take all action that may be necessary to ensure that any amounts withheld in respect of Taxes are timely remitted to the appropriate Governmental Entity. To the extent that any amounts are so deducted and withheld or paid over and properly and timely remitted to or deposited with the relevant governmental entityappropriate Governmental Entity, (i) such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder Person in respect of which whom such deduction and withholding was mademade and (ii) on or prior to the fifteenth (15th) day of March in the year following any payment of such taxes by Parent or the Rights Agent, Parent (or the Company or applicable successor in the case of payments in respect of Equity Award CVRs) shall deliver (or shall cause the Rights Agent to deliver) to the person to whom such amounts would otherwise have been paid an original IRS Form 1099 (provided that, if Parent (or the Company or applicable successor in the case of payments in respect of Equity Award CVRs) files such IRS Form 1099 by paper, such IRS Form 1099 shall be delivered to the applicable person on or prior to the fifteenth (15th) day of February in such year), IRS Form W-2, IRS Form 1042-S, or other reasonably acceptable and applicable evidence of such withholding. Milestone Payments paid in respect of each Equity Award CVR shall be treated for all U.S. federal and applicable state and local income Tax purposes as wages in the year in which the Milestone Payment is made (and not upon the receipt of such Equity Award CVR). (hd) Subject If any funds delivered to prior execution the Rights Agent for payment to Holders as Milestone Payment Amounts remain undistributed to the Holders on the date that is twelve (12) months after the date of the applicable Milestone Notice, Parent shall be entitled to require the Rights Agent to deliver to Parent or its designee any funds which had been made available to the Rights Agent in connection with such Milestone Payment Amounts and delivery not disbursed to the Holders (including, all interest and other income received by the Rights Agent in respect of all funds made available to it), and, thereafter, such Holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Laws) only as general unsecured creditors thereof with respect to the Milestone Payment Amounts that may be payable (without interest). (e) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any Milestone Payment Amounts delivered to a public official pursuant to any abandoned property, escheat or other similar Laws. If, despite Parent’s and the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid immediately prior to the date on which such Milestone Payment Amount would otherwise escheat to or become property of any Governmental Entity, such Milestone Payment Amount shall become, to the extent permitted by applicable Laws, the property of Parent or its designee, free and customary confidentiality/nonuse agreementclear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Buyer ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (f) If Milestone 1 is not achieved during a Fiscal Year and/or Milestone 2 is not achieved during a Fiscal Quarter (each such Milestone, a “Non-Achieved Milestone” and each such period, the “Applicable Fiscal Period”), then on or before the date that is sixty (60) days following the last day of such Applicable Fiscal Period, Parent shall promptly furnish deliver to the Rights Agent all information a certificate certifying that such Non-Achieved Milestone has not occurred (each, a “Milestone Non-Achievement Certificate”). The Rights Agent shall promptly, and documentation in connection with any event within ten (10) Business Days of receipt of a Milestone Non-Achievement Certificate, send each Holder at its registered address a copy of such Milestone Non-Achievement Certificate (which certificate shall include detail regarding the ability of an Acting Holder or Acting Holders to dispute or contest such determination of non-achievement of such Non-Achieved Milestone pursuant to this Agreement and Agreement). The Rights Agent shall deliver to Parent a written notice confirming the Merck CVRs that date of delivery of such Milestone Non-Achievement Certificate to the Acting Holders. If the Rights Agent does not receive from any Acting Holders a written objection to such Milestone Non-Achievement Certificate within sixty (60) days after the date of delivery of such Milestone Non-Achievement Certificate by the Rights Agent to the Acting Holders, the Holders will be deemed to have accepted such Milestone Non-Achievement Certificate, and Parent and its Affiliates will have no further obligation or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection liability with respect to the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreementMilestone Payment for such Non-Achieved Milestone in such Applicable Fiscal Period, the subject to Section 4.6. The Rights Agent shall forward promptly deliver to Parent any information and documentation notice it receives has received from any Acting Holder that object to the Holders who request such informationMilestone Non-Achievement Certificate.

Payment Procedures. (a) Promptly If a Milestone is achieved on or prior to the applicable Milestone Outside Date, then (i) as soon as reasonably practicable following the occurrence achievement of the Merck CVR Payment Event, but applicable Milestone (and in any event no event later than five thirty (30) days) after the date on which the applicable Milestone is achieved, Parent shall deliver (or cause to be delivered) to the Rights Agent a written notice (each, a “Milestone Notice” and each date on which such Milestone Notice is delivered to the Rights Agent, a “Milestone Notice Date”) indicating which Milestone has been achieved (or indicating that both Milestones were achieved) and (ii) no later than ten (10) Business Days after the occurrence of applicable Milestone Notice Date (the Merck CVR “Milestone Payment EventDate”), Buyer Parent shall deliver to the Rights Agent a certificate cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the applicable Milestone Payment Amount to all Holders other than Equity Award Holders with respect to which the applicable Milestone Payment Amount is subject to deduction for any required withholding Tax (“Employee Equity Award Holders”) (with respect to which any such amounts payable shall be retained by Parent for payment pursuant to Section 2.4(b) of this Agreement and Section 3.5 of the “Achievement Certificate”Merger Agreement). The Milestone Payment Amount with respect to Milestone 1 shall only be paid in respect of Milestone 1, certifying that if at all, one time under this Agreement, and the Holders are entitled Milestone Payment Amount with respect to receive the Merck CVR Payment Amount. No transaction described Milestone 2 shall only be paid in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amountrespect of Milestone 2, if at all, one time under this Agreement. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the The Rights Agent shall promptly (promptly, and in no any event later than five within ten (10) Business Days after of receipt thereof) of a Milestone Notice, send each Holder (other than Employee Equity Award Holders) at its registered address a copy of the applicable Milestone Notice and pay, subject to deduction for any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable required withholding Tax pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date 3.7 of the Achievement Certificate or Merger Agreement, the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR applicable Milestone Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business 5:00 p.m., Eastern time, on the last date of the applicable Milestone Notice. Parent (i) shall promptly, and in any event within ten (10) Business Day before Days after delivery to the Rights Agent of the applicable Milestone Notice, send each Employee Equity Award Holder at such Merck CVR Payment Date, or, Employee Equity Award Holder’s registered address a copy of such Milestone Notice and (ii) with respect to any Holder portion of the applicable Milestone Payment that is due payment payable to each such Employee Equity Award Holder, shall, as soon as reasonably practicable following the applicable Milestone Payment Date (but in any event no later than the next regularly scheduled payroll date that is at least five (5) Business Days following such Milestone Payment Date, and in all events no later than the date that is seventy-five (75) days following the date on which the applicable Milestone is achieved), pay, or shall cause the Surviving Corporation or an Affiliate thereof to pay through Parent’s, the Company’s or such Affiliate’s payroll system or accounts payable systems, as applicable (and subject to deduction for any required withholding Tax pursuant to Section 3.7 of the Merger Agreement), the applicable Milestone Payment Amount payable to each such Employee Equity Award Holder in accordance with Section 3.6 of the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, it is the intent of the parties that the Milestones shall be deemed a conditional payment that constitutes a substantial risk of forfeiture within the meaning of Section 409A of the Code and that any Milestone Payment Amounts with respect to Company Stock Awards be exempt from Section 409A of the Code. For purposes of Section 409A of the Code, each payment in excess respect of $1,000,000 who has provided a Company Stock Award under Section 3.6 of the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountMerger Agreement or this Agreement shall be treated as a separate payment. (gc) Buyer Unless otherwise required as a result of a change of law, and except to the extent any portion of the Milestone Payment is required to be treated as imputed interest pursuant to applicable Tax Law, the parties hereto agree to treat the CVRs for all U.S. federal and applicable state and local income Tax purposes as additional consideration paid at the Effective Time for the Company Shares (or, to the extent the CVRs are received with respect to In the Money Options or Company RSU Awards, as wages or other compensation for services in the year in which the applicable Milestone Payment Amount is made) pursuant to the Offer or the Merger Agreement, as the case may be, and none of the parties hereto shall take any position to the contrary on any Tax Return or for other U.S. federal and applicable state and local income Tax purposes except as required by applicable Tax Law. Parent and the Company may report imputed interest on the CVRs (other than CVRs in respect of In the Money Options or Company RSU Awards) as required by applicable Tax Law. (d) Parent, its applicable Affiliates (including the Surviving Corporation) or any other applicable withholding agent shall be entitled to deduct and withhold, or cause the Rights Agent to be deducted or withhelddeduct and withhold, from each Merck CVR any Milestone Payment Amount or any other amounts otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer may be required to be deducted and withheld therefrom under applicable Tax Law, as may reasonably be determined by Parent or the Rights Agent. With respect to any amounts payable to Employee Equity Award Holders, any such Tax withholdings may be made, or caused to be made, by Parent through Parent’s, the Surviving Corporation’s or its applicable subsidiary of Buyer is required Affiliate’s payroll system. Prior to deduct and withhold making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than an Employee Equity Award Holder), Parent shall instruct the making of such payment under the Internal Revenue CodeRights Agent to solicit IRS Forms W-9 or W-8, as applicable, or any provision other appropriate forms or information, from such Holders within a reasonable amount of statetime in order to provide a reasonable opportunity for such Holder to avoid or reduce such withholding, local and the Milestone Payment Amount may be reasonably delayed in order to gather such necessary Tax forms. Parent, its Subsidiaries (including the Surviving Corporation) and the Rights Agent may assume all such forms in their possession or foreign tax lawprovided by any such Holder are valid under applicable Tax Law until subsequently notified by such Holder. Parent or its applicable Subsidiary (including the Surviving Corporation) shall, or shall cause the Rights Agent to, take all action that may be necessary to ensure that any amounts deducted or withheld in respect of Taxes are promptly and properly remitted to the appropriate Taxing Authority. To the extent that any amounts are so withheld or paid over to or deposited with the relevant governmental entitydeducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder Person in respect of which whom such deduction and withholding was made, and as required by applicable Tax Law. Parent shall direct and instruct the Rights Agent regarding the Tax information reporting with respect to any Milestone Payment Amount under applicable Tax Law, and the Rights Agent will comply with any Tax reporting obligations in accordance with applicable Tax Law and Parent’s instructions. (e) Any portion of any aggregate Milestone Payment Amount delivered to the Rights Agent that remains undistributed to a Holder twelve (12) months after the date of the delivery of the applicable Milestone Notice shall be delivered by the Rights Agent to Parent, upon demand, and any Holder shall thereafter look only to Parent (subject to abandoned property, escheat and other similar applicable Law) for payment of such Milestone Payment Amount, without interest, but such Holder shall have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Law. (f) Neither Parent nor the Rights Agent shall be liable to any Person in respect of any Milestone Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Parent accepts all liability for any amounts owed to Holders that have been delivered to Parent in accordance with Section 2.4(e). If, despite Parent’s and the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid prior to the date on which such Milestone Payment Amount would otherwise escheat to any Governmental Authority, any such Milestone Payment Amount shall, to the extent permitted by applicable Law, immediately prior to such time, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent. The Rights Agent will not be responsible for escheatment of abandoned property except in the case that Parent is unable to provide the Rights Agent with the applicable wire instructions to transfer such property to Parent before the applicable Milestone Payment Amount(s) would escheat to the Governmental Authority. In such case, the Rights Agent will be required to escheat the funds to the Governmental Authority immediately. (g) All funds received by the Rights Agent under this Agreement that are to be distributed or applied by the Rights Agent in the performance of services hereunder (the “Funds”) shall be held by the Rights Agent as agent for Parent and deposited in one or more bank accounts to be maintained by the Rights Agent in its name as agent for Parent. With respect to cash deposited by the Parent with the bank or financial institution designated by the Rights Agent (currently ▇▇▇▇▇ Fargo or US Bank), the Rights Agent agrees to cause such bank or financial institution to establish and maintain a segregated non-interest-bearing demand deposit subaccount therefor in the name of the Rights Agent for the benefit of Parent. The Rights Agent will only draw upon cash in such account(s) as required from time to time in order to make payments of the Milestone Payment Amounts and any applicable tax withholding payments in accordance with this Agreement. The Rights Agent shall have no responsibility or liability for any diminution of funds that may result from any deposit made by the Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, in the absence of fraud, bad faith, gross negligence or willful misconduct by or on behalf of the Rights Agent. The Rights Agent may from time to time receive interest in connection with such deposits. The Rights Agent shall not be obligated to pay such interest to Parent, any Holder or any other Person. The Rights Agent is acting as an agent ▇▇▇▇▇▇▇▇▇ and is not a debtor of Parent in respect of cash deposited hereunder. For the avoidance of doubt, Parent acknowledges that: (i) the Rights Agent is not a bank or trust company; (ii) the Rights Agent is not acting in any sort of capacity as an “escrow” or similar agent hereunder; and (iii) nothing in this Agreement shall be construed as requiring the Rights Agent to perform any services that would require registration with any governmental authority as a bank or trust company. (h) Subject The Rights Agent makes no representations or warranties with respect to prior execution and delivery tax treatment of the CVRs. None of the Rights Agent, its Affiliates or the services provided by the Rights Agent of a reasonable and customary confidentiality/nonuse agreementhereunder are intended to provide legal, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent tax or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationfinancial advice.

Payment Procedures. (a) Promptly As soon as practicable following the occurrence of the Merck a CVR Payment EventTransaction, but in no event later than five Business Days thirty (30) days after the occurrence closing of such CVR Transaction, and within thirty (30) days after the Merck end of any calendar quarter in which the Company has received Net Proceeds from any CVR Payment EventTransaction, Buyer shall the Company will deliver to the Holder Representative and the Rights Agent a certificate (the each, a “Achievement Reporting Certificate”), certifying that the Holders are entitled to receive a CVR Payment and setting forth the Merck Company’s calculation of the CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give , which may be either the Holders the right to receive the Merck Initial CVR Payment Amount or a CVR Payment Adjustment Amount. (b) [reserved] (c) If no CVR Transaction has been effected prior to the Merck CVR Payment Event has not occurred on or before the Outside Expiration Date, then, within five Business Days as soon as reasonably practicable after the Outside CVR Expiration Date, Buyer shall but in no event later than thirty (30) days after the CVR Expiration Date, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the “Non-Achievement Certificate” and, together with the Reporting Certificate(s), the “Certificates”), stating that no CVR Transaction has been consummated prior to the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered addressExpiration Date. (d) Upon demand If the Holder Representative does not object to any determination or calculation set forth in a Certificate by any Holder or Holders delivery of at least 20% a written notice thereof to the Company setting forth in the aggregate reasonable detail such objection, together with reasonable supporting documentation (an “Objection Notice”), within thirty (30) days following receipt of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement applicable Certificate (the “Objection Period”), the Rights Agent Company’s determination of the non-existence of a CVR Transaction, calculation of the Initial CVR Payment Amount or calculation of any CVR Payment Adjustment Amount, as applicable, shall deliver a written notice to Buyer prepared by such be final and binding on all parties. If the Holder or Holders specifying that such Holder or Holders object Representative timely delivers to the determination Company an Objection Notice, the Company and the Holder Representative shall attempt in good faith to resolve such matters within thirty (30) days after receipt of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) same by the Company, and stating if unable to do so, the reason upon which such Company and the Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection Representative shall be resolved resolve any unresolved disputed in accordance with the procedure set forth in Section 7.128.11, which decision shall will be final and binding on the parties hereto and every Holder parties, absent manifest error. The Company shall, within ten (including 10) Business Days following the Holders not participating therein). (e) If a Notice final determination of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck Initial CVR Payment Amount or any CVR Payment Adjustment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck as applicable, pay such Initial CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate Amount or CVR Payment Adjustment Amount to the Rights Agent or if (for the Merck account of the Holders) by wire transfer of immediately available funds to such account as may be designated by the Rights Agent. The Rights Agent will distribute the Initial CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck or CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) aboveAdjustment Amount, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck such Initial CVR Payment Amount or CVR Payment Adjustment Amount, as applicable, based on the number of Merck CVRs held (by such Holder as of reflected on the CVR Register on the date of the Achievement Reporting Certificate or the date of final determination pursuant to Section 2.4(d) abovethis Agreement, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.,

Payment Procedures. (a) Promptly No later than February 28 of the year following the occurrence of Milestone Period relating to a particular Earnout Achievement, the Merck CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall Company will deliver to the Holders’ Representative and the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive a CVR Payment Amount (and setting forth the Merck calculation of such CVR Payment Amount). No transaction described A Milestone Period can be used to measure the attainment of more than one Revenue Target Achievement in Section 6.1(a) hereof the following circumstances: if the Consumer Business Unit records any of the annual revenue targets in a Milestone Period that is earlier than the identified Milestone Period for such target, then the Company shall give calculate and deliver the applicable CVR Payment Amount also at that earlier time. For example, if the Consumer Business Unit achieves $40 million in revenues in calendar year 2020, then, no later than February 28, 2021, the Company will deliver to the Holders’ Representative and the Rights Agent an Achievement Certificate certifying that the Holders the right are entitled to receive the Merck CVR Payment AmountAmounts associated with the Revenue Target Achievement for both Milestone 2 and Milestone 3. For the avoidance of doubt, a CVR Payment Amount may be earned only once following the initial Earnout Achievement of each revenue target and no amounts shall be due or payable for subsequent or repeated achievement of the same revenue target. (b) If the Merck CVR Payment Event no Earnout Achievement has not occurred on or before the Outside Dateduring a particular Milestone Period, then, within five Business Days as soon as reasonably practicable after the Outside Dateend of such Milestone Period, Buyer shall but in no event later than February 28 of the year following such Milestone Period, the Company will deliver to the Holders’ Representative and the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occurno Earnout Achievement occurred. (c) Except as otherwise requested by any Holder, During the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send period from February 28 to May 31 of each Holder year following a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate particular Milestone Period (the “Objection Period”), the Rights Agent shall deliver Holders’ Representative may send a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to (the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating to the reason upon which such Holder or Holders have determined that Rights Agent detailing either their objection to the Merck proposed calculation of the CVR Payment Event has occurred on Amount for the prior Milestone Period set forth in the Achievement Certificate or before their objection to the Outside DateNon-Achievement Certificate, in either case by providing a basis for their objection. Following the receipt of a Notice of Objection, the Company shall permit, and shall cause its Affiliates to permit, the Holders’ Representative, and, if requested by the Holders’ Representative, the Independent Accountant, to have access to the records of the Company or its Affiliates as may be reasonably necessary to investigate the basis for the Notice of Objection. Any dispute arising from a Notice of Objection shall will be resolved in accordance with the procedure set forth in Section 7.129.10, which decision shall will be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) Holder. If a Notice of Objection has not been delivered to Buyer the Company within the Objection Period for a particular Milestone Period, then the Holders shall Holders’ Representative will have no right to receive the Merck disputed CVR Payment Amount, and Buyer the Company and the Rights Agent shall will have no further obligations with respect to the Merck such CVR Payment Amount. (fd) If Buyer the Company delivers an Achievement Certificate to the Rights Agent, no later than March 20 of the year following the Milestone Period during which an Earnout Achievement was met (the “Share Determination Date”), the Company will deposit with the Rights Agent or if certificates representing the Merck CVR Payment Shares relating to the applicable CVR Payment Amount is determined (or make appropriate alternative arrangements if uncertificated shares of Common Stock represented by book-entry shares will be issued); provided however, rather than depositing CVR Payment Shares, the Company may at its sole election deposit with the Rights Agent a cash amount (the “Cash Replacement Amount”) reflecting all or a part of the applicable CVR Payment Amount, in which case the number of applicable CVR Payment Shares will be appropriately reduced. In no case shall the sum of (i) the fair value of CVR Payment Shares to be payable pursuant to Section 2.4(dissued and (ii) above, Buyer shall establish a Merck CVR Cash Replacement Amount be less than the total Milestone Payment Date that is within 15 Amount. No later than ten (10) calendar days after the date applicable Share Determination Date, the Rights Agent will then distribute to each Holder the portion of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount that is equal to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) such Holder’s Pro Rata Share by such Holder as reflected on the Merck CVR Register) (i) depositing the applicable number of CVR Payment Shares in the account of such Holder pursuant to procedures communicated by the Rights Agent and (ii) with respect to any Cash Replacement Amount, distributing the applicable amount to each Holder either by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment DateRegister, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsinstructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. Notwithstanding the above, to the extent a Holder’s Pro Rata Share would result in such Holder receiving a fractional share of Common Stock, such Holder shall instead receive a full additional share if the fractional share is .5 or greater and shall forfeit such fractional share if the fractional share is less than .5. (ge) Buyer If a CVR Payment Amount is determined to be payable following a Notice of Objection pursuant to Section 2.4(c) above (whether by agreement of the parties or the decision of an arbitrator under Section 9.10), then within ten (10) Business Days of such determination, the Company will deposit with the Rights Agent certificates representing the applicable CVR Payment Shares (or make appropriate alternative arrangements if uncertificated shares of Common Stock represented by book-entry shares will be issued); provided however, rather than depositing CVR Payment Shares, the Company may at its sole election deposit with the Rights Agent a Cash Replacement Amount reflecting all or a part of the applicable CVR Payment Amount, in which case the number of CVR Payment Shares will be appropriately reduced. In no case shall the sum of (i) the fair value of CVR Payment Shares to be issued and (ii) Cash Replacement Amount be less than the total Milestone Payment Amount. No later than ten (10) Business Days later, the Rights Agent will then distribute to each Holder the portion of the CVR Payment Amount that is equal to such Holder’s Pro Rata Share by (i) depositing the applicable number of CVR Payment Shares in the account of such Holder pursuant to procedures communicated by the Rights Agent and (ii) with respect to any Cash Replacement Amount, distributing the applicable amount to each Holder either by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, with respect to any Holder who has provided the Rights Agent with wire transfer instructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. Notwithstanding the above, to the extent a Holder’s Pro Rata Share would result in such Holder receiving a fractional share of Common Stock, such Holder shall instead receive a full additional share if the fractional share is .5 or greater and shall forfeit such fractional share if the fractional share is less than .5. (f) The Company will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, CVR Payment Shares or Cash Replacement Amounts, as applicable, in such amounts amount as Buyer the Company or the applicable subsidiary Affiliate of Buyer the Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or are paid over to or deposited with the relevant governmental entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (hg) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall The Company will promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject order to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationperform under this Agreement.

Payment Procedures. (a) Promptly following the occurrence of the Merck a General CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck a General CVR Payment Event, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive a General CVR Payment Amount (and setting forth the Merck calculation of such General CVR Payment Amount), and shall also deliver to the Rights Agent the indicated General CVR Payment Amount in cash. Until such Achievement Certificate is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that a General CVR Payment Event has not occurred. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck a General CVR Payment Amount. Such cash amount deposited with the Rights Agent shall, pending its disbursement to such holders, be invested by the Rights Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) money market funds investing solely in a combination of the foregoing. Any interest and other income resulting from such investments shall be applied first to the satisfaction of the Rights Agent Fees and Expenses, and any remainder (the “Remainder”) shall be paid to the Holders as set forth in Section 2.4(e) below. The Rights Agent must receive federal or other immediately available funds before 1:00 p.m., Eastern Time, on the funding date in order for such funds to be so invested on such date. Funds received after such time on the funding date will not be so invested until the following Business Day. Except as expressly provided above, the Rights Agent will not be obligated to calculate or pay interest to any Holder or any other party. (b) If the Merck no General CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate certificate, stating that the General CVR Payment Event did not occur (the “Non-Achievement Certificate”). Until such Non-Achievement Certificate is received by the Rights Agent, stating that the Merck CVR Payment Event did not occurRights Agent shall have no duties or obligations with respect to the Outside Date, and the Rights Agent shall have no duties or obligations to monitor or determine the Outside Date. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereofSubject to Section 5.16(a) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Merger Agreement, within 45 calendar days after distribution delivery by the Rights Agent Buyer of a Non-Achievement Certificate or Achievement Certificate (the “Objection Period”), the Rights Agent shall Stockholders’ Representative may deliver a written notice to Buyer prepared by such Holder or Holders (with a copy to the Rights Agent) specifying that such Holder or Holders object the Stockholders’ Representative objects to (i) the determination of Buyer that the Merck no General CVR Payment Event did not occur occurred on or before the Outside Date or (ii) the calculation of the General CVR Payment Amount, as applicable (a “Notice of Objection”) ), and stating the reason upon which such Holder or Holders have the Stockholders’ Representative has determined that (A) the Merck General CVR Payment Event has occurred on or before the Outside DateDate or (B) the calculation of the General CVR Payment Amount is in error, as applicable. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein)Holder. (ed) If a Notice of Objection with respect to a Non-Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck General CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck General CVR Payment Amount. If a Notice of Objection with respect to an Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to assert that the calculation of the General CVR Payment Amount is in error. (fe) If Buyer delivers an Achievement Certificate to the Rights Agent and the Stockholders’ Representative or if the Merck General CVR Payment Amount is determined to be payable pursuant to Section 2.4(d2.4(c) above, Buyer shall establish a Merck General CVR Payment Date that is within 15 calendar days after on the January 1 or July 1 which next follows the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d2.4(c) above, as applicable. At , and deliver written notice to the Rights Agent of such determination at least five (5) Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to date. Until such notice is received by the Rights Agent, who will in turnthe Rights Agent may presume conclusively for all purposes that the General CVR Payment Date has not occurred. The Rights Agent shall have no duty or obligation to establish any payment amount or payment date with respect to the General CVR Payment Date. Upon receipt of such written notice and all other necessary information, the Rights Agent will, on the Merck such General CVR Payment Date, distribute the Merck General CVR Payment Amount and the Remainder to the Holders (each Holder being entitled to receive its pro rata share of the Merck General CVR Payment Amount and the Remainder based on the number of Merck General CVRs held (as of the date of third Business Day before the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicableGeneral CVR Payment Date) by such Holder as reflected on the Merck General CVR Register) (i) by check mailed to the address of each such respective Holder as then reflected in the Merck General CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountRegister. (gf) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck General CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (g) On such date following the Outside Date as the holders of at least 20% of the outstanding General CVRs shall request via two Business Day prior written notice to the Stockholders’ Representative, the Stockholders’ Representative shall deliver to the Rights Agent in cash any amount remaining available in the Stockholders’ Representative Fund together with written instructions regarding the distribution of such amount (including the names and addresses of the applicable Holders and the breakdown of amounts to be distributed), and the Rights Agent will, within five Business Days of receipt of such instructions and amount (such date the “Fund Distribution Date”), distribute such amount in accordance with such instructions to the Holders of the General CVRs, the Glucagon CVRs, the TR Beta CVRs and the Roche CVRs (each Holder being entitled to receive its pro rata share of such amount based on the number of General CVRs, Glucagon CVRs, TR Beta CVRs and Roche CVRs held (as of the Fund Distribution Date) by such Holder as reflected in the General CVR Register, the Glucagon CVR Register, the TR Beta CVR Register and the Roche CVR Register (as defined herein and in the Glucagon CVR Agreement, the TR Beta CVR Agreement and the Roche CVR Agreement) by check mailed to the address of each such respective Holder as reflected in the General CVR Register, the Glucagon CVR Register, the TR Beta CVR Register and the Roche CVR Register as of the Close of Business on the last Business Day before the Fund Distribution Date. Until such written instructions are received by the Rights Agent, the Rights Agent shall not be obligated to take any action with respect to this paragraph. After the Fund Distribution Date, the Stockholders’ Representative shall be relieved of any and all duties and obligations under the Merger Agreement or any of the CVR Agreements. (h) Subject to prior execution and delivery by the Rights Agent Stockholders’ Representative to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent Stockholders’ Representative all information and documentation in connection with this Agreement and the Merck General CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Stockholders’ Representative may reasonably request in connection with the determination of whether the Merck a General CVR Payment Event has occurredoccurred or whether the calculation of a General CVR Payment Amount is in error, as applicable. Subject to prior execution and delivery by the applicable Holders to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall Stockholders’ Representative may forward any information and documentation it receives to the Holders who request such information, but the Stockholders’ Representative covenants and agrees that in no event shall the Stockholders’ Representative provide any such information or documentation to any Holder who (i) is a Competitor of Buyer or (ii) holds fewer than 1% of the total number of General CVRs.

Payment Procedures. (a) Promptly If the EMEA CPR Payment Event shall occur, then within 30 days following the occurrence of the Merck CVR EMEA CPR Payment EventEvent Parent shall deliver to the Rights Agent (i) a certificate (the “EMEA CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the EMEA CPR Payment Event and that the Holders are entitled to receive the applicable EMEA CPR Payment Amount set forth in such certificate and (ii) the aggregate amount of the EMEA CPR Payment payable to the Holders. (b) If the FDA CPR Payment Event shall occur, but in no event later than five Business Days after then within 30 days following the occurrence of the Merck CVR FDA CPR Payment EventEvent Parent shall deliver to the Rights Agent (i) a certificate (the “FDA CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the FDA CPR Payment Event and that the Holders are entitled to receive the FDA CPR Payment Amount and (ii) the aggregate amount of the FDA CPR Payment payable to the Holders. (c) If the Single Dose CPR Payment Event shall occur, Buyer then within 30 days following the occurrence of the Single Dose CPR Payment Event Parent shall deliver to the Rights Agent (i) a certificate (the “Single Dose CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Single Dose CPR Payment Event and that the Holders are entitled to receive the Single Dose CPR Payment Amount and (ii) the aggregate amount of the Single Dose CPR Payment payable to the Holders. Parent and the Rights Agent agree that the FDA CPR Payment Event and the Single Dose CPR Payment Event may occur simultaneously, in which case both the FDA CPR Payment and the Single Dose CPR Payment shall be payable simultaneously. (d) If the Net Sales CPR Payment Event shall occur, then within 30 days following the occurrence of the Net Sales CPR Payment Event Parent shall deliver to the Rights Agent (i) a certificate (the “Net Sales CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Net Sales CPR Payment Event and that the Holders are entitled to receive the Net Sales CPR Payment Amount and (ii) the aggregate amount of the Net Sales CPR Payment payable to the Holders. For the avoidance of doubt, the Net Sales CPR Payment Amount shall be due and payable by Parent on no more than one occasion. (e) If the EMEA CPR Payment Event has not occurred on or before December 31, 2013, then on or before January 31, 2014 Parent shall deliver to the Rights Agent a certificate (the “Achievement EMEA CPR Payment Non-Compliance Certificate”), ) certifying that the EMEA CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR EMEA CPR Payment Amount. (bf) If the Merck CVR FDA CPR Payment Event has not occurred on or before the Outside Payment Date, then, within five Business Days then on or before the date that is 30 days after the Outside Date, Buyer Payment Date Parent shall deliver to the Rights Agent a certificate (the “FDA CPR Payment Non-Achievement Compliance Certificate”), stating ) certifying that the Merck CVR FDA CPR Payment Event did has not occuroccurred, and as a result the Holders are not entitled to receive the FDA CPR Payment Amount. (cg) Except as otherwise requested by any Holder, If the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Single Dose CPR Payment Event has not occurred on or before the Outside Payment Date. Any dispute arising from , then on or before the date that is 30 days after the Outside Payment Date Parent shall deliver to the Rights Agent a Notice of Objection shall be resolved in accordance with certificate (the procedure set forth in Section 7.12“Single Dose CPR Payment Non-Compliance Certificate”) certifying that the Single Dose CPR Payment Event has not occurred, which decision shall be binding on the parties hereto and every Holder (including as a result the Holders are not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right entitled to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Single Dose CPR Payment Amount. (fh) If Buyer delivers an Achievement Certificate the Net Sales CPR Payment Event has not occurred on or before December 31, 2021, then on or before March 1, 2022 Parent shall deliver to the Rights Agent or if a certificate (the Merck CVR “Net Sales CPR Payment Non-Compliance Certificate”) certifying that the Net Sales CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Net Sales CPR Payment Amount. (i) The Rights Agent shall, within ten Business Days of receipt, send each Holder at its registered address a copy of each certificate delivered by Parent pursuant to this Section 2.4. If in any such certificate Parent certifies that a CPR Payment Amount is determined payable to be payable pursuant the Holders, then at the time the Rights Agent sends a copy of such certificate to Section 2.4(d) abovethe Holders, Buyer the Right Agent shall establish a Merck CVR Payment Date that is within 15 calendar days after also pay the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR applicable CPR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to each of the Holders (the amount to which each Holder being is entitled to receive its pro rata share of the Merck CVR Payment Amount will be based on the applicable CPR Payment Amount multiplied by the number of Merck CVRs CPRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR CPR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR CPR Register as of the close of business on the last Business Day before prior to such Merck CVR CPR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (gj) Buyer Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR CPR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or and paid over to or deposited with the relevant governmental entityGovernmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts. (hk) Subject Parent agrees to prior execution treat, and delivery to cause the Rights Agent to treat, all payments on the CPRs as representing consideration for the sale of shares of Company Common Stock pursuant to the Merger Agreement for all tax and tax reporting purposes, except to the extent that a portion of such payments is required to be treated as imputed interest. Parent and the Rights Agent will determine and report imputed interest amounts pursuant to Section 483 or 1274 of the Code. The CPRs shall not be treated as an interest in a joint venture or partnership for tax purposes. (l) Any portion of any CPR Payment Amount that remains undistributed to the Holders for six months after any CPR Payment Date shall be delivered by the Rights Agent of a reasonable to Parent, upon demand, and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders shall thereafter look only to Parent for payment of at least 20% in the aggregate such CPR Payment Amount, but shall have no greater rights against Parent than may be accorded to general unsecured creditors of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the Parent under applicable Holders of a reasonable and customary confidentiality/nonuse agreement, law. (m) Neither Parent nor the Rights Agent shall forward be liable to any information and documentation it receives person in respect of any CPR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any CPR Payment Amount has not been paid prior to two years after the applicable CPR Payment Date (or immediately prior to such earlier date on which the CPR Payment Amount would otherwise escheat to or become the property of any Governmental Entity), any such CPR Payment Amount shall, to the Holders who request such informationextent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Payment Procedures. (a) Promptly If (x) the Milestone #1 Regulatory Approval is attained at any time during the First Milestone Period and (y) the Milestone # 1 Determination is received on or before September 30, 2014, then on a date (the “First Milestone Payment Date”) that is within 15 Business Days following the occurrence later of (x) and (y), Parent shall deliver to the Rights Agent (i) a certificate (the “Milestone #1 Achievement Certificate”) certifying the date of the Merck CVR satisfaction of Milestone #1 and that the Holders are entitled to receive the First Milestone Payment Eventand (ii) cash in the aggregate amount of the First Milestone Payment payable to the Holders. (b) If (x) the Milestone #1 Regulatory Approval is not attained at any time during the First Milestone Period or (y) the Milestone # 1 Determination is not received on or before September 30, but 2014 (or, if earlier, the FDA finally determines not to grant a New Chemical Entity (NCE) exclusivity determination, as defined in no event later than 21 CFR 314.108(b), of five years of exclusivity, with respect to Epanova), then on or before the date that is 15 Business Days after the occurrence later of the Merck CVR Payment Event(x) and (y), Buyer Parent shall deliver to the Rights Agent a certificate (the “Milestone #1 Non-Achievement Certificate”)) certifying that Milestone #1 has not occurred and that Parent has complied in all material respects with its obligations under this Agreement. (c) If Milestone #2 is attained at any time during the Second Milestone Period, then on a date (the “Second Milestone Payment Date”) that is within 15 Business Days following such event, Parent shall deliver to the Rights Agent (i) a certificate (the “Milestone #2 Achievement Certificate”) certifying the date of the satisfaction of Milestone #2 and that the Holders are entitled to receive the Merck CVR Second Milestone Payment Amount. No transaction described and (ii) cash in Section 6.1(a) hereof shall give the Holders aggregate amount of the right Second Milestone Payment payable to receive the Merck CVR Payment AmountHolders. (bd) If Milestone #2 is not attained at any time during the Merck CVR Payment Event has not occurred Second Milestone Period, then on or before the Outside Date, then, within five date that is 15 Business Days after the Outside Datelast day of the Second Milestone Period, Buyer Parent shall deliver to the Rights Agent a certificate (the “Milestone #2 Non-Achievement Certificate”), stating ) certifying that the Merck CVR Payment Event did Milestone #2 has not occuroccurred and that Parent has complied in all material respects with its obligations under this Agreement. (ce) Except as otherwise requested by If Milestone #3 is attained at any Holdertime during the Third Milestone Period, then on a date (the “Third Milestone Payment Date”) that is within 30 days following such event, Parent shall deliver to the Rights Agent (i) a certificate (the “Milestone #3 Achievement Certificate”) certifying the date of the satisfaction of Milestone #3 and that the Holders are entitled to receive the Third Milestone Payment and (ii) cash in the aggregate amount of the Third Milestone Payment payable to the Holders. (f) If Milestone #3 is not attained at any time during the Third Milestone Period, then on or before the date that is 30 days after the last day of the Third Milestone Period, Parent shall promptly deliver to the Rights Agent a certificate (the “Milestone #3 Non-Achievement Certificate”) certifying that Milestone #3 has not occurred and that Parent has complied in all material respects with its obligations under this Agreement. The Milestone #3 Non-Achievement Certificate shall include the Net Sales Statement with respect to the four consecutive calendar quarters ending at the end of the Third Milestone Period. (g) The Rights Agent shall promptly, and in no event later than five 10 Business Days after receipt thereof) receipt, send each Holder at its address set forth in the CVR Register a copy of any Achievement Certificate or Non-Achievement Certificate certificate delivered by Parent pursuant to this Section 2.04. If in such certificate Parent certifies that a Milestone Payment is payable to the Holders, then, at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by time the Rights Agent sends a copy of a Non-Achievement Certificate (such certificate to the “Objection Period”)Holders, the Rights Agent shall deliver a written notice also pay the applicable Milestone Payment to Buyer prepared each of the Holders (the amount which each Holder is entitled to receive, subject to Section 2.04(i), will be based on the applicable Milestone Payment multiplied by the number of CVRs held by such Holder or Holders specifying that at the time of such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder payment as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected set forth in the Merck CVR Register as of the close of business on the last first Business Day before such Merck CVR prior to the applicable Milestone Payment Date. (h) If the Rights Agent does not receive from the Acting Holders a written objection to a Milestone Non-Achievement Certificate (including, orin the case of the Milestone #3 Non-Achievement Certificate, (ii) the timely delivery of a Dispute Notice with respect to any Holder that is due payment pursuant to this Agreement the final Net Sales Statement in excess accordance with Section 4.04(b)(ii)) within 90 days of $1,000,000 who has provided delivery by the Rights Agent of such Milestone Non-Achievement Certificate to the Holders in accordance with wire transfer instructionsSection 2.04(g), by wire transfer of immediately available funds the Holders shall be deemed to have accepted such accountMilestone Non-Achievement Certificate and Parent and its Affiliates shall have no further obligation with respect to the applicable Milestone Payment. (gi) Buyer Except to the extent any portion of any Milestone Payment is required to be treated as imputed interest pursuant to Applicable Law, the Holders and the parties hereto agree to treat the CVRs and all Milestone Payments for all Tax purposes as additional consideration for the Shares, Restricted Shares and Company Warrants pursuant to the Merger Agreement, and none of the Holders and the parties hereto will take any position to the contrary on any Tax Return or for other Tax purposes except as required by Applicable Law. The Company shall report imputed interest on the CVRs pursuant to Section 483 of the Code. (j) Parent shall be entitled to deduct and withhold, or cause to be deducted or and withheld, from each Merck CVR Milestone Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax lawApplicable Law relating to Taxes. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entitydeducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. . Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary tax forms (hincluding an IRS Form W-9 or an applicable IRS Form W-8) Subject in order to prior execution and delivery avoid or reduce such withholding amounts; provided that the time period for payment of a Milestone Payment by the Rights Agent set forth in Section 2.04(g) shall be extended by a period equal to any delay caused by the Holder providing such forms. (k) Any portion of a reasonable and customary confidentiality/nonuse agreement, Buyer Milestone Payment that remains undistributed to the Holders six months after the applicable Milestone Payment Date shall promptly furnish to be delivered by the Rights Agent all information to Parent, upon demand, and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder shall thereafter look only to Parent for payment of such Milestone Payment. (l) If any Milestone Payment (or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery portion thereof) remains unclaimed by a Holder two years after the applicable Holders Milestone Payment Date (or immediately prior to such earlier date on which such Milestone Payment would otherwise escheat to or become the property of a reasonable any Governmental Authority), any such Milestone Payment (or portion thereof) shall, to the extent permitted by Applicable Law, become the property of Parent, free and customary confidentiality/nonuse agreement, clear of all claims or interest of any Person previously entitled thereto. Neither Parent nor the Rights Agent shall forward be liable to any information and documentation it receives Person in respect of a Milestone Payment delivered to the Holders who request such informationa public official pursuant to any applicable abandoned property, escheat or similar legal requirement under Applicable Law.

Payment Procedures. (a) Promptly If any Milestone is achieved, then, (i) with respect to Milestone 2, Milestone 3 and Milestone 4, on a date that is within ninety (90) days following the occurrence last day of such Calendar Quarter in which such Milestone is achieved and (ii) with respect to Milestone 1, (A) for any Gross Proceeds received on or prior to the Milestone 1 Deadline Date, on the earlier of (1) a date that is within thirty (30) days of the Merck CVR Payment EventMilestone 1 Deadline Date and (2) a date that is within thirty (30) days following the last day of the Calendar Quarter in which the Maximum Milestone 1 Amount is earned and (B) with respect to any Gross Proceeds that are non-cash, but including shares of stock and future payments (including royalty streams, milestone payments, amounts placed in no event later than five Business Days escrow and other contingent payments) that are, in each case, monetized (or in the case of escrow payments, actually received) by Parent after the occurrence Milestone 1 Deadline Date and on or before the fifth anniversary of the Merck CVR Closing Date of the Merger (the “Milestone 1 Non-Cash Payment EventDeadline Date”), Buyer shall on the earlier of (1) a date that is within thirty (30) days of the Milestone 1 Non-Cash Payment Deadline Date and (2) a date that is within thirty (30) days following the last day of the Calendar Quarter in which the Maximum Milestone 1 Amount is earned, Parent will deliver to the Rights Agent (A) a certificate notice (a “Milestone Notice”) indicating the “Achievement Certificate”), certifying achievement of such Milestone and that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amountapplicable Milestone Payment, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (fB) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionscash, by wire transfer of immediately available funds to such accountan account specified by the Rights Agent, equal to the aggregate amount necessary to pay the applicable Milestone Payment to all Holders pursuant to Section 4.2, along with any letter of instruction reasonably required by the Rights Agent. (gb) Buyer The Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of a Milestone Notice and cash, by wire transfer of immediately available funds, equal to the aggregate amount necessary to pay the applicable Milestone Payment to all Holders pursuant to Section 4.2 as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of such Milestone Notice. If a Milestone Payment is payable to the Holders, then at the time the Rights Agent sends a copy of the Milestone Notice to the Holders, the Rights Agent shall also pay the applicable Milestone Payment to each of the Holders in accordance with the corresponding letter of instruction (i) by electronic payment or check mailed to the address of such Holder reflected in the CVR Register as of 5:00 p.m. New York City time on the date of the Milestone Notice or (ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the date of the Milestone Notice, by wire transfer of immediately available funds to the account specified on such instructions. (c) Parent shall be entitled to deduct and or withhold, or cause the Rights Agent or the Surviving Corporation to deduct or withhold, from any payments made pursuant to this Agreement such amounts as are required to be deducted or withheldwithheld therefrom under the Code, from each Merck CVR Payment Amount otherwise payable pursuant the U.S. Treasury Regulations thereunder, or any other applicable Legal Requirement, as may be reasonably determined by Parent and communicated to this Agreement, the Rights Agent in writing. Prior to making any such amounts as Buyer Tax withholdings or the applicable subsidiary of Buyer is required causing any such Tax withholdings to deduct and withhold be made with respect to any Holder (other than payroll withholding and reporting on the making Covered Milestone Payments (as hereinafter defined)), Parent shall instruct the Rights Agent to solicit from such Holder an IRS Form W-9 or other applicable Tax form within a reasonable amount of time in order to provide the opportunity for the Holder to provide such payment under the Internal Revenue Code, Tax forms to avoid or any provision of state, local or foreign tax lawreduce such withholding amounts. To the extent that any such amounts are so withheld deducted or paid over to or deposited with the relevant governmental entitywithheld, such withheld amounts shall be treated for all purposes of under this Agreement and the Merger Agreement as having been paid to the Holder to whom such amounts would otherwise have been paid, and, to the extent required by applicable Legal Requirement, Parent shall deliver (or shall cause the Rights Agent to deliver) to the Holder to whom such amounts would otherwise have been paid an Internal Revenue Service Form 1099, an Internal Revenue Service Form W-2 or other reasonably acceptable evidence of such withholding. Prior to the Effective Time, Parent and the Rights Agent will cooperate to establish procedures for complying with applicable tax reporting, withholding and remittance obligations arising from any payments of the Covered Milestone Payments. (d) Any funds delivered to the Rights Agent for payment to Holders as Milestone Payments that remain undistributed to the Holders on the one (1) year anniversary of the applicable milestone payment date, will be delivered by the Rights Agent to Parent (or its designee), and, thereafter, such Holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Legal Requirement) only as general unsecured creditors thereof under applicable Legal Requirements with respect to the Milestone Payments that may be payable. (e) Neither Parent, any Parent Affiliate, the Rights Agent nor any of its affiliates shall be liable to any Holder for any Milestone Payments delivered to a public official pursuant to any abandoned property, escheat or other similar Legal Requirements. Any amounts remaining unclaimed by such Holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Body shall become, to the extent permitted by applicable Legal Requirements, the property of Parent or its designee, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent in accordance with Section 7.4. The indemnification provided by this Section 2.4(e) shall survive the resignation, replacement or removal of the Rights Agent and the termination of this Agreement. (f) Except to the extent any portion of any Milestone Payment is required to be treated as imputed interest pursuant to applicable Legal Requirements, the parties hereto intend to treat (i) the CVRs received with respect to the Shares pursuant to the Merger Agreement for all U.S. federal and applicable state and local income tax purposes as additional consideration paid for the Shares pursuant to the Merger Agreement, (ii) any Milestone Payments received in respect of such CVRs as amounts realized on the disposition of the applicable CVRs (or Shares), and (iii) Milestone Payments paid in respect of each CVR that was received with respect to Covered Equity Awards pursuant to the Merger Agreement (the “Covered Milestone Payments”), and not the receipt of such CVR, for all U.S. federal and applicable state and local income tax purposes, as compensation for services in the year in which the Milestone Payment is made. Notwithstanding the foregoing, to the extent required by applicable tax Legal Requirements, Parent shall, and shall cause the Surviving Corporation to, report imputed interest on the CVRs and Milestone Payments pursuant to Section 483 of the Code. (g) If a Milestone is not achieved during a Calendar Year, then on or before the date that is sixty (60) days after the expiration of each such deduction Calendar Year, Parent shall deliver to the Rights Agent a certificate certifying that such Milestone has not occurred and withholding was madedirecting the Rights Agent to deliver a copy of such certificate to each Holder (each, a “Milestone Non-Achievement Certificate”). The Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of a Milestone Non-Achievement Certificate, send each Holder at its registered address a copy of such Milestone Non-Achievement Certificate. (h) Subject to prior execution and delivery All funds received by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish under this Agreement that are to be distributed or applied by the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that performance of services hereunder (the “Funds”) shall be held by the Rights Agent as agent for Parent and deposited in one or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject more bank accounts to prior execution and delivery be maintained by the applicable Holders Rights Agent in its name as agent for Parent. Until paid pursuant to the terms of a reasonable and customary confidentiality/nonuse agreementthis Agreement, the Rights Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), ▇▇▇▇▇’▇ (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Rights Agent shall forward have no responsibility or liability for any information and documentation it receives diminution of the Funds that may result from any deposit made by the Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other Third Party. The Rights Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Rights Agent shall not be obligated to pay such interest, dividends or earnings to the Holders who request such informationParent, any Holder or any other Person.

Payment Procedures. (a) Promptly following In the occurrence of the Merck CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside DateMilestone is attained, then, within five Business Days after on or prior to the Outside Milestone Notice Date, Buyer Parent shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent (i) a notice (the “Milestone Notice”) indicating which Milestone was attained and an Officer’s Certificate certifying the same and (ii) cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, who will in turn, on equal to the Merck CVR Payment Date, distribute aggregate amount necessary to pay the Merck CVR Milestone Payment Amount to all Holders (other than Holders who received CVRs in consideration of the Covered Equity Awards) pursuant to Section 4.2, along with any letter of instruction reasonably required by the Rights Agent, solely to the extent such requirement has been communicated to Parent by the Rights Agent. The Milestone Notice shall include the Net Revenue Statement. (b) The Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of the items set forth in Section 2.4(a), send each Holder at its registered address a copy of such Milestone Notice. If a Milestone Payment is payable to the Holders (each Holder being entitled to receive its pro rata share other than Holders who received CVRs in consideration of the Merck CVR Covered Equity Awards), then at the time the Rights Agent sends a copy of the Milestone Notice to such Holders, the Rights Agent shall also pay the Milestone Payment Amount based on the number of Merck CVRs held (as to each of the date Holders in accordance with the corresponding letter of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) instruction (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of 5:00 p.m. Eastern Time on the date of the Milestone Notice or (ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess date of $1,000,000 who has provided the Rights Agent with wire transfer instructionsMilestone Notice, by wire transfer of immediately available funds to the account specified on such account.instructions. With respect to any Covered Milestone Payment that is payable to Holders of Covered Equity Awards, Parent shall or shall cause the Surviving Corporation or an affiliate of Parent (or, at Parent’s election, a third-party payroll provider of national reputation) to pay, as soon as reasonably practicable following the date on which the Milestone Notice has been delivered to the Rights Agent (but in no event later than March 15th of the calendar year following the calendar year in which the applicable Milestone was attained), the Covered Milestone Payment applicable to such Holder through Parent’s, the Surviving Corporation’s or an Affiliate of Parent’s (or such third-party payroll provider’s) payroll system or third-party payroll agent or by the Paying Agent. If any such payment in accordance with this Section 2.4(b) cannot be made through the applicable payroll system or payroll provider or by the Paying Agent, then the Parent shall cause to be issued a check for such payment to such Holder of Covered Equity Awards (less applicable withholding Taxes, if any), as soon as reasonably practicable following the delivery of the Milestone Notice (but in no event later than March 15th of the calendar year following the calendar year in which the applicable Milestone was attained) at the address for such Holder set forth in the CVR Register or, if such person is then employed by Parent or a Subsidiary of Parent, at the most recent address on the Parent’s or such Subsidiary’s personnel records for such Holder. For the avoidance of doubt, each Covered Milestone Payment is intended to constitute payments within the “short-term deferral” period following the lapse of a “substantial risk of forfeiture” (as such terms are defined for purposes of Section 409A) or shall otherwise be paid in compliance with or under an alternative exemption from Section 409A; provided, however, that to the extent any such payment would cause an impermissible acceleration event under Section 409A, such amount shall instead be paid at the earliest time such payment would not cause or reasonably be expected to cause an impermissible acceleration event under Section 409A. (gc) Buyer Parent (or its applicable Affiliate) shall be entitled to deduct and or withhold, or cause the Rights Agent to deduct or withhold, from any payments made pursuant to this Agreement such amounts as are required to be deducted or withheldwithheld therefrom under the Code, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreementthe U.S. Treasury Regulations thereunder, or any other applicable Law. Any such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold withholding with respect to Holders who received CVRs in consideration of the making of such payment under the Internal Revenue CodeCovered Equity Awards shall be made, or caused to be made, through making payments through the payroll systems of the Surviving Corporation or any provision of stateits Affiliates. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder (other than ordinary course payroll withholding and reporting on the Covered Milestone Payments), local Parent shall instruct the Rights Agent to solicit from such Holder an IRS Form W‑9, IRS Form W‑8 or foreign tax lawother applicable Tax form within a reasonable amount of time in order to provide the opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts. To the extent that any such amounts are so deducted or withheld or and paid over to or deposited with the relevant governmental entityappropriate Tax authority, such withheld amounts shall be treated for all purposes of under this Agreement and the Merger Agreement as having been paid to the Holder in to whom such amounts would otherwise have been paid. To the extent such amounts are so deducted or withheld from the Covered Milestone Payments (as defined below), the Rights Agent shall, as soon as reasonably practicable, deliver such amounts to Parent for the purposes of remitting such amounts to the IRS. In no event shall the Rights Agent have any duty, obligation or responsibility for wage or Form W‑2 reporting with respect of which such deduction and withholding was madeto Milestone Payments (including Covered Milestone Payments) made to the Holders. (hd) Subject If any funds delivered to prior execution the Rights Agent for payment to the Holders as Milestone Payment Amounts remain undistributed to the Holders on the date that is six (6) months after the date of the Milestone Notice, Parent shall be entitled to require the Rights Agent to deliver to Parent or its designee any funds which had been made available to the Rights Agent in connection with such Milestone Payment Amounts and delivery not disbursed to the Holders (including, all interest and other income received by the Rights Agent in respect of a reasonable all funds made available to it), and, thereafter, such Holders shall be entitled to look to Parent or any successor in interest of Parent (subject to abandoned property, escheat and customary confidentiality/nonuse agreement, Buyer shall promptly furnish other similar Laws) only as general unsecured creditors thereof with respect to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs Milestone Payment Amounts that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreementbe payable, without interest. (e) Neither Parent, the Rights Agent nor any of their Affiliates shall forward be liable to any information Person (including any Holder) for any Milestone Payment Amounts delivered to a public official pursuant to any abandoned property, escheat or other similar Laws. If, despite Parent’s and documentation it receives the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid immediately prior to the date on which such Milestone Payment Amount would otherwise escheat to or become property of any Governmental Authority, such Milestone Payment Amount shall become, to the extent permitted by applicable Laws, the property of Parent or its designee, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (f) Except as otherwise required by applicable law, including to the extent any portion of any Milestone Payment Amount is required to be treated as imputed interest pursuant to applicable Law (including Section 483 of the Code), the parties hereto intend to treat, for all U.S. federal and applicable state and local income Tax purposes, (i) any CVRs and Milestone Payment Amounts received with respect to Shares pursuant to the Merger Agreement as additional consideration for such Shares and (ii) Milestone Payment Amounts paid in respect of each CVR that was received with respect to Covered Equity Awards pursuant to the Merger Agreement (the “Covered Milestone Payments”), and not the receipt of such CVR, as wages in the year in which the applicable Milestone Payment Amount is made. Parent shall (and shall instruct the Rights Agent to) report for all Tax purposes in a manner consistent with the foregoing, including by instructing the Rights Agent to deliver to applicable Holders who request such informationIRS Form 1099-B with respect to the receipt of Milestone Payments (other than Covered Milestone Payments), and none of the parties hereto will take any position to the contrary on any U.S. federal and applicable state and local income Tax Return or for other U.S. federal and applicable state and local income tax purposes, except as required by applicable Law. To the extent required by applicable Law, Parent shall, and shall cause the Surviving Corporation to, report imputed interest on the Milestone Payment Amounts in respect of CVRs received with respect to the Shares pursuant to the Merger Agreement pursuant to Section 483 of the Code.

Payment Procedures. (a) Promptly If a Milestone is achieved on or prior to the applicable Milestone Outside Date, then (i) as soon as reasonably practicable following the occurrence achievement of the Merck CVR Payment Event, but applicable Milestone (and in any event no event later than five thirty (30) days) after the date on which the applicable Milestone is achieved, Parent shall deliver (or cause to be delivered) to the Rights Agent a written notice (each, a “Milestone Notice” and each date on which such Milestone Notice is delivered to the Rights Agent, a “Milestone Notice Date”) indicating which Milestone has been achieved (or indicating that both Milestones were achieved) and (ii) no later than ten (10) Business Days after the occurrence of applicable Milestone Notice Date (the Merck CVR “Milestone Payment EventDate”), Buyer Parent shall deliver to the Rights Agent a certificate cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the applicable Milestone Payment Amount to all Holders other than Equity Award Holders with respect to which the applicable Milestone Payment Amount is subject to deduction for any required withholding Tax (with respect to which any such amounts payable shall be retained by Parent for payment pursuant to Section 2.4(b) of this Agreement and Section 3.5 of the “Achievement Certificate”Merger Agreement). The Milestone Payment Amount with respect to Milestone 1 shall only be paid in respect of Milestone 1, certifying that if at all, one time under this Agreement, and the Holders are entitled Milestone Payment Amount with respect to receive the Merck CVR Payment Amount. No transaction described Milestone 2 shall only be paid in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amountrespect of Milestone 2, if at all, one time under this Agreement. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the The Rights Agent shall promptly (promptly, and in no any event later than five within ten (10) Business Days after of receipt thereof) of a Milestone Notice, send each Holder (other than the Equity Award Holders with respect to which the applicable Milestone Payment Amount is subject to deduction for any required withholding Tax) at its registered address a copy of the applicable Milestone Notice and pay, subject to deduction for any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable required withholding Tax pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date 3.7 of the Achievement Certificate or Merger Agreement, the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR applicable Milestone Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business 5:00 p.m., Eastern time, on the last date of the applicable Milestone Notice. Parent (i) shall promptly, and in any event within ten (10) Business Day before Days after delivery to the Rights Agent of the applicable Milestone Notice, send each Holder with respect to which the applicable Milestone Payment Amount is subject to deduction for any required withholding Tax at such Merck CVR Payment Date, or, Holder’s registered address a copy of such Milestone Notice and (ii) with respect to any Holder portion of the applicable Milestone Payment that is due payment payable to each such Holder, shall, as soon as reasonably practicable following the applicable Milestone Payment Date (but in any event no later than the next regularly scheduled payroll date that is at least five (5) Business Days following such Milestone Payment Date, and in all events no later than the date that is seventy-five (75) days following the date on which the applicable Milestone is achieved), pay, or shall cause the Surviving Corporation or an Affiliate thereof to pay through Parent’s, the Company’s or such Affiliate’s payroll system or accounts payable systems, as applicable (and subject to deduction for any required withholding Tax pursuant to Section 3.7 of the Merger Agreement), the applicable Milestone Payment Amount payable to each such Holder in accordance with Section 3.6 of the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, it is the intent of the parties that the Milestones shall be deemed a conditional payment that constitutes a substantial risk of forfeiture within the meaning of Section 409A of the Code and that any Milestone Payment Amounts with respect to Company Stock Awards be exempt from Section 409A of the Code. For purposes of Section 409A of the Code, each payment in excess respect of $1,000,000 who has provided a Company Stock Award under Section 3.6 of the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountMerger Agreement or this Agreement shall be treated as a separate payment. (gc) Buyer Unless otherwise required as a result of a change of law, and except to the extent any portion of the Milestone Payment is required to be treated as imputed interest pursuant to applicable Tax Law, the parties hereto agree to treat the CVRs for all U.S. federal and applicable state and local income Tax purposes as additional consideration paid at the Effective Time for the Company Shares (or, to the extent the CVRs are received with respect to In the Money Options or Company RSU Awards, as wages or other compensation for services in the year in which the applicable Milestone Payment Amount is made) pursuant to the Offer or the Merger Agreement, as the case may be, and none of the parties hereto shall take any position to the contrary on any Tax Return or for other U.S. federal and applicable state and local income Tax purposes except as required by applicable Tax Law. Parent and the Company may report imputed interest on the CVRs (other than CVRs in respect of In the Money Options or Company RSU Awards) as required by applicable Tax Law. (d) Parent, its applicable Affiliates (including the Surviving Corporation) or any other applicable withholding agent shall be entitled to deduct and withhold, or cause the Rights Agent to be deducted or withhelddeduct and withhold, from each Merck CVR any Milestone Payment Amount or any other amounts otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer may be required to be deducted and withheld therefrom under applicable Tax Law, as may reasonably be determined by Parent or the Rights Agent. With respect to any amounts payable to Equity Award Holders, any such Tax withholdings may be made, or caused to be made, by Parent through Parent’s, the Surviving Corporation’s or its applicable subsidiary of Buyer is required Affiliate’s payroll system. Prior to deduct and withhold making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than an Equity Award Holder), Parent shall instruct the making of such payment under the Internal Revenue CodeRights Agent to solicit IRS Forms W-9 or W-8, as applicable, or any provision other appropriate forms or information, from such Holders within a reasonable amount of statetime in order to provide a reasonable opportunity for such Holder to avoid or reduce such withholding, local and the Milestone Payment Amount may be reasonably delayed in order to gather such necessary Tax forms. Parent, its Subsidiaries (including the Surviving Corporation) and the Rights Agent may assume all such forms in their possession or foreign tax lawprovided by any such Holder are valid under applicable Tax Law until subsequently notified by such Holder. Parent or its applicable Subsidiary (including the Surviving Corporation) shall, or shall cause the Rights Agent to, take all action that may be necessary to ensure that any amounts deducted or withheld in respect of Taxes are promptly and properly remitted to the appropriate Taxing Authority. To the extent that any amounts are so withheld or paid over to or deposited with the relevant governmental entitydeducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder Person in respect of which whom such deduction and withholding was made, and as required by applicable Tax Law. Parent shall direct and instruct the Rights Agent regarding the Tax information reporting with respect to any Milestone Payment Amount under applicable Tax Law, and the Rights Agent will comply with any Tax reporting obligations in accordance with applicable Tax Law and Parent’s instructions. (he) Subject Any portion of any aggregate Milestone Payment Amount delivered to prior execution and the Rights Agent that remains undistributed to a Holder twelve (12) months after the date of the delivery of the applicable Milestone Notice shall be delivered by the Rights Agent to Parent, upon demand, and any Holder shall thereafter look only to Parent (subject to abandoned property, escheat and other similar applicable Law) for payment of a reasonable and customary confidentiality/nonuse agreementsuch Milestone Payment Amount, Buyer without interest, but such Holder shall promptly furnish have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Law. (f) Neither Parent nor the Rights Agent shall be liable to any Person in respect of any Milestone Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite ▇▇▇▇▇▇’s and the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid prior to the date on which such Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Authority, any such Milestone Payment Amount shall, to the extent permitted by applicable Law, immediately prior to such time, become the property of Parent, free and clear of all information claims or interest of any Person previously entitled thereto. In addition to and documentation not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent. (g) All funds received by the Rights Agent under this Agreement that are to be distributed or applied by the Rights Agent in the performance of services hereunder (the “Funds”) shall be held by the Rights Agent as agent for Parent and deposited in one or more bank accounts to be maintained by the Merck CVRs Rights Agent in its name as agent for Parent. The Rights Agent agrees that any Funds deposited with the Rights Agent pursuant to this Agreement shall constitute a segregated account and shall not be commingled with the moneys, assets or property of the Rights Agent or any Holder or Holders other Person. Until paid pursuant to the terms of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreementthis Agreement, the Rights Agent will hold or invest the Funds as directed by ▇▇▇▇▇▇; provided that any such investments shall forward be (i) in obligations of, or guaranteed by, the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing, and, in any information and documentation it receives such case, no such investment will (x) relieve Parent or the Rights Agent from making any payment required by this Section 2.4 or (y) have maturities that could prevent or delay payments to be made pursuant to this Agreement. The Funds shall not be used for any purpose other than the payment of the Milestone Payment Amounts; provided that any interest or income produced by investments with respect to the Holders who request such informationFunds shall be the property of Parent.

Payment Procedures. (a) Promptly following If the occurrence of the Merck CVR Payment EventCondition occurs, but then AcquisitionCo will, as soon as practicable (and in no any event not later than five ten Business Days Days) after the occurrence of date that the Merck CVR Payment EventCondition has been satisfied, Buyer shall deliver to the Rights Holder Committee and the Escrow Agent a certificate notice in writing (the “Achievement Certificate”), certifying ) that the Holders are entitled Payment Condition has been satisfied, which notice shall include the amount of the Aggregate CRP Payment and the amount of the Distributable CRP Payment and Loan Proceeds Payment in respect of each EVR. Acquisition Co will also, subject to receive Applicable Confidentiality Obligations, disclose the Merck CVR Payment Amountresult of the Interim Resource Certification to the Escrow Agent and the Holder Committee (and AcquisitionCo shall use its commercially reasonable efforts to obtain any consents required in order to make such disclosure, or to otherwise cause such disclosure to be permitted under Applicable Confidentiality Obligations, including ensuring that any agreed-upon extensions or amendments to the Applicable Confidentiality Obligations include language permitting such disclosure). No transaction described The Escrow Agent will promptly (and in Section 6.1(aany event, within 10 days after receipt) hereof shall give deliver a copy of such Achievement Certificate to the Holders Holders. The Escrow Agent will deliver to AcquisitionCo and the right Holder Committee a certificate certifying the date of delivery of such Achievement Certificate to receive the Merck CVR Payment AmountHolders. (b) After receipt of the Achievement Certificate, the Escrow Agent will promptly (and in any event within 10 days after the Loan Payment Date) liquidate, release and pay from the Liquidating Escrow Account, by check mailed, first-class postage prepaid, to the address of each Holder or by any other method of delivery as specified by the applicable Holder in writing to the Escrow Agent, an amount in cash equal to (i) the number of EVRs registered to such Holder in the EVR Register, multiplied by (ii) a sum equal to (A) the Distributable CRP Payment plus (B) the Loan Proceeds Payment. For the avoidance of doubt, (i) each of the requirements of the Payment Condition must be fully satisfied for any Distributable CRP Payment or Loan Proceeds Payment to be made, and the Holders will not be entitled to, and AcquisitionCo will not be liable for, any such payments in the event of any partial satisfaction of the Payment Condition, and (ii) from and after the date of the Achievement Certificate, each EVR shall represent an amount equal to the sum of the Distributable CRP Payment and Loan Proceeds Payment and, on release and payment of the cash proceeds hereunder shall be satisfied in full. The Escrow Agent shall not have any obligation to determine whether each of the requirements of the Payment Condition have occurred, but shall conclusively rely on its receipt of the Achievement Certificate as evidence that each of such requirements has occurred. (c) If the Merck CVR Payment Event Interim Resource Certification has been completed, the volume of PRL 15 2C Resources has been determined under the Total Sale Agreement and the volume of PRL 15 2C Resources is equal to or less than 6.2 Tcfe, then promptly (and in any event not occurred on or before the Outside Date, then, within five later than 10 Business Days Days) after the Outside Datecompletion of the Interim Resource Certification, Buyer shall AcquisitionCo will deliver to the Rights Escrow Agent a certificate and the Holder Committee an Officer’s Certificate (the “Non-Achievement Certificate”), stating ) certifying that the Merck CVR Payment Event did Condition has not occurbeen satisfied and is incapable of being satisfied and that AcquisitionCo has complied in all material respects with its obligations under this Agreement. The Escrow Agent will promptly (and in any event, within 10 days after receipt) deliver a copy of such Non-Achievement Certificate to the Holders. The Escrow Agent will deliver to AcquisitionCo and the Holder Committee a certificate certifying the date of delivery of such certificate to the Holders. (cd) Except If the Required Holders dispute either (x) the calculation of the Distributable CRP Payment or Loan Proceeds Payment set forth in the Achievement Certificate or (y) AcquisitionCo’s assertion in the Non-Achievement Certificate that the Payment Condition has not been satisfied and is incapable of being satisfied due to the occurrence of the criteria described in the first sentence of Section 3.05(c), no later than 30 Business Days after the date of delivery of the Achievement Certificate or Non-Achievement Certificate, as otherwise requested by any Holderapplicable (the “Dispute Period”), the Rights Required Holders may provide AcquisitionCo and the Escrow Agent with written notice (the “Dispute Notice”) of such dispute (together with, if applicable and based on the information reasonably available to the Holders or the Required Holders, such Required Holders’ calculation of the Distributable CRP Payment and the Loan Proceeds Payment) in reasonable detail (the matters so disputed, the “Disputed Matters”); provided that the volume of PRL 15 2C Resources as determined by the Interim Resource Certification pursuant to the Total Sale Agreement shall be final, binding and conclusive upon the Holders and the Required Holders and shall not qualify as a Dispute Matter and shall not be, directly or indirectly, subject to review, challenge, dispute or adjustment pursuant to this Section 3.05(d) (it being understood that this proviso shall not prevent or restrict the Holders from asserting or disputing whether AcquisitionCo has complied with its express obligations under Section 6.02). Any Dispute Notice shall be required to be executed by Holders representing the Required Holders and the Escrow Agent may rely on the validity of the signatures contained thereon and shall incur no liability in relying on the validity of the signatures contained thereon. If the Required Holders do not deliver a Dispute Notice on or prior to the expiration date of the Dispute Period, the Holders will be deemed to have accepted the Achievement Certificate or Non-Achievement Certificate, as applicable, and AcquisitionCo and its affiliates will have no further obligation with respect to the EVRs, the Distributable CRP Payments or the Loan Proceeds Payments, subject, in the case of the delivery of an Achievement Certificate, to the payments to be made by the Escrow Agent in accordance with Section 3.05(b). If the Required Holders deliver a Dispute Notice on or prior to the expiration date of the Dispute Period, for 20 days following the delivery of a Dispute Notice, AcquisitionCo and such Required Holders shall attempt in good faith to resolve the Disputed Matters. If AcquisitionCo and such Required Holders successfully resolve the Disputed Matters, AcquisitionCo and such Required Holders shall execute and deliver a joint notice (a “Joint Resolution Notice”) to the Escrow Agent informing the Holder Committee and the Escrow Agent of the resolution of the Disputed Matters and the Required Holders and AcquisitionCo shall jointly direct the Escrow Agent as to the precise distribution of the Liquidating Escrow Account. If AcquisitionCo and such Required Holders fail to resolve such Disputed Matters within such 20-day period, either AcquisitionCo or such Required Holders may each submit the unresolved Disputed Matters to the Independent Referee for final determination. If the Disputed Matters are submitted to the Independent Referee for resolution, AcquisitionCo shall furnish to the Independent Referee such access and documents and information related to the Disputed Matters (upon reasonable advance notice and during normal business hours) as the Independent Referee may reasonably request and as are reasonably available to AcquisitionCo. Subject to Applicable Confidentiality Obligations, the Independent Referee shall deliver to AcquisitionCo, the Holder Committee, the Escrow Agent and the Holders, as promptly as practicable (and in any event within 30 days after its appointment), a report (the “Independent Referee Report”) setting forth the Independent Referee’s determination with respect to the Disputed Matters and jointly directing the Escrow Agent as to the precise distribution of the Liquidating Escrow Account; provided that the Independent Referee’s determination with respect to each Disputed Matter shall be no more favorable to AcquisitionCo than as reflected in the Achievement Certificate or Non-Achievement Certificate, as applicable, and no more favorable to the Holders than as reflected in the Dispute Notice. The Escrow Agent shall promptly (and in no any event later than five Business Days within 10 days after receipt thereofreceipt) send each deliver the Independent Referee Report to the Holders and the Holder Committee. The determination of the Independent Referee with respect to the Disputed Matters shall be final, conclusive and binding on AcquisitionCo, the Holder Committee and the Holders, shall be non-appealable and shall not be subject to further review. The fees and expenses charged by the Independent Referee shall be borne by AcquisitionCo, except to the extent that the Independent Referee Report finds in favor of AcquisitionCo on all Disputed Matters, in which case such fees and expenses shall be borne by the Required Holders; provided that, for greater certainty, the Required Holders shall not be responsible for any fees and expenses of AcquisitionCo. The Independent Referee shall enter into a copy reasonable and mutually satisfactory confidentiality agreement with AcquisitionCo obligating the Independent Referee to retain all information disclosed to it in confidence in accordance with the terms of such confidentiality agreement, and the Independent Referee shall only include information in the Independent Referee Report, the disclosure of which would not, in the Independent Referee’s reasonable discretion (after consultation with AcquisitionCo), violate the Applicable Confidentiality Obligations. The Holder Committee may (but shall not be required to), with the consent of the Required Holders, act on behalf of the Required Holders with respect to any Disputed Matters as if the Holder Committee were the Required Holders and the provisions of this Section 3.05(d) shall apply mutatis mutandis; provided that the Holder Committee shall promptly provide AcquisitionCo, at AcquisitionCo’s request, evidence of such consent. (e) If the Required Holders deliver a Dispute Notice pursuant to Section 3.05(d), and following the conclusion of the procedures set forth in Section 3.05(d), it is finally determined (whether through (x) mutual agreement of AcquisitionCo and the Required Holders or (y) determination of the Independent Referee under the Independent Referee Report) that the Distributable CRP Payment and Loan Proceeds Payment, if any, are in excess of the amounts set forth in the Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the portion not paid under Section 3.05(b) in relation to each EVR, the “Objection PeriodPayment Shortfall”), AcquisitionCo shall promptly (and in any event within two Business Days) after the Rights delivery of the Joint Resolution Notice or Independent Referee Report, as applicable, to the Escrow Agent cause an aggregate amount in cash equal to (A) the Payment Shortfall multiplied by (B) the number of EVRs to be deposited with the Escrow Agent into the Liquidating Escrow Account. For greater certainty, any funds released from the Liquidating Escrow Account to AcquisitionCo under Section 3.05(j) shall, to the extent of the aggregate Payment Shortfall, be deemed to have been held by AcquisitionCo as agent and nominee for and on behalf of the Holder until it is deposited with the Escrow Agent. Upon receipt of such aggregate amount, the Escrow Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur promptly (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer any event within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar 10 days after the date of receipt thereof) liquidate, release and pay from the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) aboveLiquidating Escrow Account, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed mailed, first-class postage prepaid, to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders by any other method of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery as specified by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives Holder in writing to the Holders who request Escrow Agent, an amount in cash equal to (1) the number of EVRs registered to such informationHolder in the EVR Register, multiplied by (2) the Payment Shortfall.

Payment Procedures. (a) Promptly For any payment or partial payment of a CVR Payment that the Company has elected, in its sole discretion, to settle via a CVR Stock Payment, the Company shall, no later than 45 days following the occurrence end of the Merck each CVR Payment EventPeriod during the CVR Term, but in no event later than five Business Days after commencing with the occurrence of the Merck first CVR Payment EventPeriod in which the Company or its Affiliates receives Gross Proceeds or any Lease CVR Amounts arising in connection with a Lease Termination CVR or a Lease Sublease CVR, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck Statement for such CVR Payment Amount. (b) If Period. Concurrent with the Merck delivery of each CVR Payment Event has not occurred Statement, on or before the Outside Dateterms and conditions of this Agreement, then, within five Business Days after the Outside Date, Buyer shall deliver to Company will make appropriate arrangements with the Rights Agent a certificate (for shares of Common Stock represented by book-entry shares to be issued as the “NonCVR Stock Payment. Upon receipt of the book-Achievement Certificate”), stating that entry shares referred to in the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holderforegoing sentence, the Rights Agent shall promptly (and in no any event, within 10 Business Days) distribute to each Holder by book-entry an amount of shares of Common Stock equal to such Holder’s CVR Payment Amount; provided that, to the extent the foregoing would result in a Holder receiving a fractional share of Common Stock, such Holder shall forfeit such fractional share. The Rights Agent shall promptly, and in any event later than five within 10 Business Days after receipt thereof) of a CVR Payment Statement under this Section 2.4(a), send each Holder at its registered address a copy of such statement. Without limiting any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by rights of the Rights Agent under the Agreement, for the avoidance of a Non-Achievement Certificate (the “Objection Period”)doubt, the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure except as set forth in Section 7.124.5, which decision the Company shall be binding on have no further liability in respect of the parties hereto relevant CVR Stock Payment upon delivery instructions to the Rights Agents of such CVR Stock Payment in accordance with this Section 2.4(a) and every Holder (including the Holders not participating thereinsatisfaction of each of the Company obligations set forth in this Section 2.4(a). (eb) If For any payment or partial payment of a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amountthat the Company has elected, and Buyer and in its sole discretion, to settle via a CVR Cash Payment, the Rights Agent shall have Company shall, no further obligations with respect to later than 45 days following the Merck end of each CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate Period during the CVR Term, commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds or any Lease CVR Amounts arising in connection with a Lease Termination CVR or a Lease Sublease CVR, the Company shall deliver to the Rights Agent or if the Merck a CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck Statement for the such CVR Payment Date that is within 15 calendar days after Period. Concurrent with the date delivery of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck each CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turnStatement, on the Merck CVR Payment Dateterms and conditions of this Agreement, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided Company shall pay the Rights Agent with wire transfer instructions, in U.S. dollars an amount equal to the CVR Payment for the applicable CVR Payment Period. Such amount of Net Proceeds will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent not less than 20 Business Days prior to the date of the applicable payment. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in any event, within 10 Business Days) pay, by check mailed, first-class postage prepaid, to the address each Holder set forth in the CVR Register at such accounttime or by other method of deliver as specified by the applicable Holder in writing to the Rights Agent, an amount equal to such Holder’s CVR Payment Amount. The Rights Agent shall as soon as practicable after receipt of a CVR Payment Statement under this Section 2.4(b), send each Holder at its registered address a copy of such statement. For the avoidance of doubt the Company shall have no further liability in respect of the relevant CVR Cash Payment upon delivery of such CVR Cash Payment in accordance with this Section 2.4(b) and the satisfaction of each of the Company’s obligations set forth in this Section 2.4(b). (gc) Buyer The Rights Agent shall solicit from each Holder an IRS Form W-9 or applicable IRS Form W-8 at such time or times as is necessary to permit any payment under this Agreement to be made without U.S. federal backup withholding. That notwithstanding, the Company shall be entitled to deduct and withhold and hereby authorizes the Rights Agent to deduct and withhold, any tax or cause similar governmental charge or levy, that is required to be deducted or withheld, withheld under applicable law from each Merck CVR Payment Amount otherwise any amounts payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax lawAgreement (“Withholding Taxes”). To the extent that the amounts are so withheld by the Company or the Rights Agent, as the case may be, and paid over to or deposited with the relevant governmental entityappropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder person in respect of which whom such deduction and withholding was made. In the event the Company becomes aware that a payment under this Agreement is subject to Withholding Taxes (other than U.S. federal backup withholding), the Company shall use commercially reasonable efforts to provide written notice to the Rights Agent and the Rights Agent shall use commercially reasonable efforts to provide written notice of such Withholding Taxes to the applicable Holders and the Company and the Holders shall use commercially reasonable efforts cooperate with one another to minimize taxes required by applicable law to be withheld or deducted from any payments made under this Agreement. For the avoidance of doubt, in the event that notice has been provided to an applicable Holder pursuant to this Section 2.4(c), no further notice shall be required to be given for any future payments of such Withholding Tax. The Company will use commercially reasonable efforts to provide withholding and reporting instructions in writing (email being sufficient) to the Rights Agent from time to time as relevant, and upon reasonable request of the Rights Agent. The Rights Agent shall have no responsibilities with respect to tax withholding, reporting or payment except as set forth herein or as specifically instructed by the Company. (hd) Subject The parties intend that each CVR Payment be treated as a distribution with respect to prior execution equity of the Company, and delivery the parties shall file all Tax Returns in a manner consistent with such treatment unless otherwise required by a change in Law or the good-faith resolution of a controversy with a tax authority with respect thereto. (e) Any portion of a CVR Payment that remains undistributed to the Holders six months after the applicable Calendar Quarter end (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent of to the Company or a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), and any Holder will thereafter look only to the Company for payment of such CVR Payment (which shall be without interest). (f) If any CVR Payment (or portion thereof) remains unclaimed by a Holder two years after the applicable Calendar Quarter end (or immediately prior to such earlier date on which such CVR Payment would otherwise escheat to or become the property of any Governmental Authority), such CVR Payment (or portion thereof) will, to the extent permitted by applicable Law, become the property of the Company and will be transferred to the Company or a person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor. Neither the Company nor the Rights Agent all information will be liable to any Person in respect of a CVR Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law. In addition to and documentation not in limitation of any other indemnity obligation herein, the Company agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with this Agreement and transferring such property to the Merck CVRs that the Rights Agent Company, a public office or any Holder or Holders of at least 20% a person nominated in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery writing by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationCompany.

Payment Procedures. (a) Promptly following the occurrence of the Merck a Glucagon CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck a Glucagon CVR Payment Event, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive a Glucagon CVR Payment Amount (and setting forth the Merck calculation of such Glucagon CVR Payment Amount), and shall also deliver to the Rights Agent the indicated Glucagon CVR Payment Amount in cash. Until such Achievement Certificate is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that a Glucagon CVR Payment Event has not occurred. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck a Glucagon CVR Payment Amount. Such cash amount deposited with the Rights Agent shall, pending its disbursement to such holders, be invested by the Rights Agent in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, or (iii) money market funds investing solely in a combination of the foregoing. Any interest and other income resulting from such investments shall be applied first to the satisfaction of the Rights Agent Fees and Expenses, and any remainder (the “Remainder”) shall be paid to the Holders as set forth in Section 2.4(e) below. The Rights Agent must receive federal or other immediately available funds before 1:00 p.m., Eastern Time, on the funding date in order for such funds to be so invested on such date. Funds received after such time on the funding date will not be so invested until the following Business Day. Except as expressly provided above, the Rights Agent will not be obligated to calculate or pay interest to any Holder or any other party. (b) If the Merck no Glucagon CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent and the Stockholders’ Representative a certificate, stating that the Glucagon CVR Payment Event did not occur. Such certificate (is herein referred to as the “Non-Achievement Certificate”).” Until such Non-Achievement Certificate is received by the Rights Agent, stating that the Merck CVR Payment Event did not occurRights Agent shall have no duties or obligations with respect to the Outside Date, and the Rights Agent shall have no duties or obligations to monitor or determine the Outside Date. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereofSubject to Section 5.16(a) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Merger Agreement, within 45 calendar days after distribution delivery by the Rights Agent Buyer of a Non-Achievement Certificate or Achievement Certificate (the “Objection Period”), the Rights Agent shall Stockholders’ Representative may deliver a written notice to Buyer prepared by such Holder or Holders (with a copy to the Rights Agent) specifying that such Holder or Holders object the Stockholders’ Representative objects to (i) the determination of Buyer that the Merck no Glucagon CVR Payment Event did not occur occurred on or before the Outside Date or (ii) the calculation of the Glucagon CVR Payment Amount, as applicable (a “Notice of Objection”) ), and stating the reason upon which such Holder or Holders have the Stockholders’ Representative has determined that (A) the Merck Glucagon CVR Payment Event has occurred on or before the Outside DateDate or (B) the calculation of the Glucagon CVR Payment Amount is in error, as applicable. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein)Holder. (ed) If a Notice of Objection with respect to a Non-Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck Glucagon CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck Glucagon CVR Payment Amount. If a Notice of Objection with respect to an Achievement Certificate has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to assert that the calculation of the Glucagon CVR Payment Amount is in error. (fe) If Buyer delivers an Achievement Certificate to the Rights Agent and the Stockholders’ Representative or if the Merck Glucagon CVR Payment Amount is determined to be payable pursuant to Section 2.4(d2.4(c) above, Buyer shall establish a Merck Glucagon CVR Payment Date that is within 15 calendar days after on the January 1 or July 1 which next follows the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d2.4(c) above, as applicable. At , and deliver written notice to the Rights Agent of such determination at least five (5) Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to date. Until such notice is received by the Rights Agent, who will in turnthe Rights Agent may presume conclusively for all purposes that the Glucagon CVR Payment Date has not occurred. The Rights Agent shall have no duty or obligation to establish any payment amount or payment date with respect to the Glucagon CVR Payment Date. Upon receipt of such written notice and all other necessary information, the Rights Agent will, on the Merck such Glucagon CVR Payment Date, distribute the Merck Glucagon CVR Payment Amount and the Remainder to the Holders (each Holder being entitled to receive its pro rata share of the Merck Glucagon CVR Payment Amount and the Remainder based on the number of Merck Glucagon CVRs held (as of the date of third Business Day before the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicableGlucagon CVR Payment Date) by such Holder as reflected on the Merck Glucagon CVR Register) (i) by check mailed to the address of each such respective Holder as then reflected in the Merck Glucagon CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountRegister. (gf) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck Glucagon CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (g) On such date following the Outside Date as the holders of at least 20% of the outstanding General CVRs shall request via two Business Day prior written notice to the Stockholders’ Representative, the Stockholders’ Representative shall deliver to the Rights Agent in cash any amount remaining available in the Stockholders’ Representative Fund together with written instructions regarding the distribution of such amount (including the names and addresses of the applicable Holders and the breakdown of amounts to be distributed), and the Rights Agent will, within five Business Days of receipt of such instructions and amount (such date the “Fund Distribution Date”), distribute such amount in accordance with such instructions to the Holders of the General CVRs, the Glucagon CVRs, the TR Beta CVRs and the Roche CVRs (each Holder being entitled to receive its pro rata share of such amount based on the number of General CVRs, Glucagon CVRs, TR Beta CVRs and Roche CVRs held (as of the Fund Distribution Date) by such Holder as reflected in the General CVR Register, the Glucagon CVR Register, the TR Beta CVR Register and the Roche CVR Register (as defined herein and in the General CVR Agreement, the TR Beta CVR Agreement and the Roche CVR Agreement) by check mailed to the address of each such respective Holder as reflected in the General CVR Register, the Glucagon CVR Register, the TR Beta CVR Register and the Roche CVR Register as of the Close of Business on the last Business Day before the Fund Distribution Date. Until such written instructions are received by the Rights Agent, the Rights Agent shall not be obligated to take any action with respect to this paragraph. After the Fund Distribution Date, the Stockholders’ Representative shall be relieved of any and all duties and obligations under the Merger Agreement or any of the CVR Agreements. (h) Subject to prior execution and delivery by the Rights Agent Stockholders’ Representative to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent Stockholders’ Representative all information and documentation in connection with this Agreement and the Merck Glucagon CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs Stockholders’ Representative may reasonably request in connection with the determination of whether the Merck a Glucagon CVR Payment Event has occurredoccurred or whether the calculation of a Glucagon CVR Payment Amount is in error, as applicable. Subject to prior execution and delivery by the applicable Holders to Buyer and Target of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall Stockholders’ Representative may forward any information and documentation it receives to the Holders who request such information, but the Stockholders’ Representative covenants and agrees that in no event shall the Stockholders’ Representative provide any such information or documentation to any Holder who (i) is a Competitor of Buyer or (ii) holds fewer than 1% of the total number of Glucagon CVRs.

Payment Procedures. (a) Promptly As soon as practicable following the occurrence receipt by the Company of Net Proceeds from (i) the Merck CVR Payment EventApproved Development Agreement, if any, after the Closing, but in no event later than five Business Days thirty (30) days after the occurrence receipt of such payments, or (ii) a CVR Transaction, but in no event later than thirty (30) days after the Merck closing of such CVR Payment EventTransaction, Buyer shall and within thirty (30) days after the end of any calendar quarter in which the Company has received Net Proceeds from any CVR Transaction, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the each, a “Achievement Reporting Certificate”), certifying that the Holders are entitled to receive the Merck a CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give and setting forth the Holders Company’s calculation of the right to receive the Merck CVR Payment Amount. (b) [reserved] (c) If the Merck CVR Payment Event Approved Development Agreement has not occurred on or before been executed and delivered prior to the Outside Target Execution Date, then, within five Business Days as soon as reasonably practicable after the Outside Target Execution Date, Buyer shall but in no event later than thirty (30) days after the Target Execution Date, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the “Development Agreement Non-Achievement Certificate”), stating that the Merck Approved Development Agreement has not been executed and delivered prior to the Target Execution Date. If no CVR Payment Event did not occur. (c) Except Transaction has been effected prior to the CVR Expiration Date, then, as otherwise requested by any Holdersoon as reasonably practicable after the CVR Expiration Date, the Rights Agent shall promptly (and but in no event later than five Business Days thirty (30) days after receipt thereof) send each the CVR Expiration Date, the Company will deliver to the Holder Representative and the Rights Agent a copy of any Achievement Certificate or certificate (the “CVR Transaction Non-Achievement Certificate at its registered addressCertificate” and, together with the Development Agreement Non-Achievement Certificate, each a “Non-Achievement Certificate,” and the Non-Achievement Certificates, together with the Reporting Certificate(s), the “Certificates”), stating that no CVR Transaction has been consummated prior to the CVR Expiration Date. (d) Upon demand If the Holder Representative does not object to any determination or calculation set forth in a Certificate by any Holder or Holders delivery of at least 20% a written notice thereof to the Company setting forth in the aggregate reasonable detail such objection, together with reasonable supporting documentation (an “Objection Notice”), within thirty (30) days following receipt of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement applicable Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the Company’s determination of Buyer that the Merck non-existence of the Approved Development Agreement or a CVR Payment Event did not occur (a “Notice Transaction, or the calculation of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, as applicable, shall be final and Buyer binding on all parties. If the Holder Representative timely delivers to the Company an Objection Notice, the Company and the Rights Agent Holder Representative shall have no further obligations attempt in good faith to resolve such matters within thirty (30) days after receipt of the same by the Company, and if unable to do so, the Company and the Holder Representative shall resolve any unresolved disputed in accordance with respect to Section 8.11, which decision will be final and binding on the Merck parties, absent manifest error. The Company shall, within ten (10) Business Days following the final determination of the CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate Amount pay such CVR Payment Amount to the Rights Agent or if (for the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date account of the Achievement Certificate or the date Holders) by wire transfer of final determination pursuant immediately available funds to Section 2.4(d) above, such account as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to may be delivered to designated by the Rights Agent, who . The Rights Agent will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck such CVR Payment Amount Amount, as applicable, based on the number of Merck CVRs held (by such Holder as of reflected on the CVR Register on the date of the Achievement Reporting Certificate or the date of final determination pursuant to Section 2.4(d) abovethis Agreement, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsinstructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. (e) If an Objection Notice has not been timely delivered to the Company in response to a Non-Achievement Certificate within the Objection Period, then the Holders will have no right to receive a CVR Payment, and the Company and the Rights Agent will have no further obligations with respect to any CVR Payment. (f) If the amount of Net Proceeds used to calculate any CVR Payment Amount is reduced by any Specified Costs and, following payment of such CVR Payment Amount, the Company receives reimbursement for such Specified Costs pursuant to the Approved Development Agreement or CVR Transaction, as applicable, then an amount equal to 80% of such reimbursed Specified Costs shall be added to the next CVR Payment Amount to become payable hereunder to the Holders, and if no additional CVR Payment Amount becomes payable, the Company shall pay such portion of the reimbursed Specified Costs to the Holders through a special distribution to be paid within thirty (30) days after receipt of such reimbursement. (g) Buyer shall The Company will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck any CVR Payment Amount otherwise or other amount payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, state or local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent Holder Representative of a reasonable and customary confidentiality/nonuse confidentiality and market stand-off agreement, Buyer the Company shall provide the Holder Representative with reasonable access during normal business hours and upon reasonable advance request to the books and records of the Company to the extent necessary to verify (i) whether the Approved Development Agreement was executed and delivered prior to the Target Execution Date, (ii) whether a CVR Transaction occurred prior to the CVR Expiration Date or (iii) the Company’s calculation of the CVR Payment Amount, as applicable; it being understood that the Holder Representative’s rights under this Section 2.4(g) shall terminate upon the later of (i) the CVR Expiration Date or (ii) thirty (30) days after the delivery to the Holder Representative of a Reporting Certificate. (i) The Company will promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in order to perform under this Agreement. (j) The Company acknowledges that the bank accounts maintained by the Rights Agent in connection with the determination of whether services provided under this Agreement will be in the Merck CVR Payment Event has occurred. Subject to prior execution Rights Agent’s name and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, that the Rights Agent shall forward any information may receive investment earnings in connection with the investment at the Rights Agent’s risk and documentation it receives for its benefit of funds held in those accounts from time to the Holders who request such informationtime.

Payment Procedures. (a) Promptly If a CVR Payment Event shall occur, then within ten (10) Business Days following the occurrence of the Merck such CVR Payment EventEvent the Company shall deliver to the Rights Agent (i) a certificate (the “CVR Payment Compliance Certificate”) certifying the date of the satisfaction of the CVR Payment Event and that the Holders are entitled to receive the applicable CVR Payment Amount as calculated and set forth in such certificate and (ii) the aggregate amount of the CVR Payment Amount payable to the Holders. (b) If a CVR Payment Event has not occurred prior to the Termination Date, but in then, no event later than five (5) Business Days after the occurrence of Termination Date, the Merck CVR Payment Event, Buyer Company shall deliver to the Rights Agent a certificate (the “Achievement CVR Payment Non-Compliance Certificate”), ) certifying that no CVR Payment Event has occurred, and as a result the Holders are not entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck any CVR Payment Amount. (bc) If The Rights Agent shall, within three (3) Business Days of receipt from the Merck Company of a CVR Payment Event has not occurred on Compliance Certificate or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “CVR Payment Non-Achievement Compliance Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holderapplicable, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder at its address listed in the CVR Register a copy of any Achievement Certificate or Non-Achievement Certificate at its registered addresseach certificate delivered by the Company pursuant to this Section 2.4. (d) Upon demand written notice by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs received by the Rights Agent within 45 calendar days ten (10) Business Days after distribution by the Rights Agent of a CVR Payment Compliance Certificate or a CVR Payment Non-Achievement Compliance Certificate (the “Objection Period”), the Rights Agent shall deliver a written forward such notice to Buyer prepared by the Company, which notice must certify that such Holder or Holders specifying hold at least 20% in the aggregate of the outstanding CVRs, and further shall, (i) specify that such Holder or Holders object to the determination of Buyer the Company (A) that the Merck a CVR Payment Event did not occur or (a “Notice B) of Objection”the aggregate amount of the CVR Payment Amount payable to the Holders, as applicable and (ii) and stating state in reasonable detail the reason basis upon which such Holder or Holders have determined that the Merck (i) a CVR Payment Event has occurred on or before prior to the Outside DateTermination Date or (ii) the Company’s determination of the aggregate amount of the CVR Payment Amount is incorrect (a “Notice of Objection”). Any dispute arising from a Notice of Objection related to a CVR Payment Non-Compliance Certificate shall be resolved by the Company and Holder(s) in accordance with Section 6.6 and any dispute arising from a Notice of Objection related to a CVR Payment Compliance Certificate shall be resolved by the Company and Holder(s) in accordance with the procedure procedures set forth in Section 7.126.7, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating thereinHolders. The Company and Holder(s) shall provide the Rights Agent with joint written direction specifying the resolution of any dispute pursuant to this Section 2.4(d), and the Rights Agent shall act in accordance with such direction. (e) If a Notice of Objection with respect to a CVR Payment Non-Compliance Certificate has not been delivered to Buyer received by the Rights Agent within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer the Company and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer the Company delivers an Achievement a CVR Payment Compliance Certificate to the Rights Agent or if the Merck a CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer the Company shall establish a Merck CVR Payment Date that is within 15 twenty (20) calendar days after of the date of the Achievement CVR Payment Compliance Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable, and shall notify the Rights Agent of such date in writing. At In the event the Company elects to pay all or a portion of a CVR Payment Amount in cash, at least five three (3) Business Days before prior to such Merck CVR Payment Date, Buyer the Company shall cause the Merck applicable cash portion of such CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, or if such date is not a Business Day, the following Business Day, distribute the Merck applicable cash portion of such CVR Payment Amount to the Holders in accordance with Section 2.3(b) (the amount to which each Holder being is entitled to receive its pro rata share will be calculated by the Company and based on the applicable cash portion of the Merck such CVR Payment Amount based on multiplied by the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) 5 by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before prior to such Merck CVR Payment Date. In the event the Company elects to pay all or a portion of a CVR Payment Amount in property other than cash, on the CVR Payment Date, oror if such date is not a Business Day, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsfollowing Business Day, by wire transfer of immediately available funds to such account. (g) Buyer the Company shall be entitled to deduct and withhold, distribute or cause to be deducted or withhelddistributed by Computershare Trust Company, from each Merck as the transfer agent for the common stock of the Company to, as applicable, the applicable non-cash portion of such CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the Holders in accordance with Section 2.3(b) (the amount to which each Holder is entitled to receive will be calculated by the Company and based on the applicable subsidiary non-cash portion of Buyer is required to deduct and withhold with respect such CVR Payment Amount multiplied by the number of CVRs held by such Holder as reflected on the CVR Register) by property other than cash mailed to the making address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such payment under the Internal Revenue Code, or any provision of state, local or foreign tax lawCVR Payment Date. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery Any funds held by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer hereunder shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationremain uninvested.

Payment Procedures. (a) Promptly following the occurrence of the Merck CVR Payment Event, of which date Buyer shall notify the Rights Agent in writing, but in no event later than five ten Business Days after the occurrence of the Merck CVR Payment Eventsuch event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. The Rights Agent shall have no duty or obligation to verify or confirm the accuracy, validity or sufficiency of the CVR Payment Amount and shall have no duty or obligation to verify or confirm whether a CVR Payment Event has occurred. No transaction described in compliance with Section 6.1(a) 6.1 hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck a CVR Payment Event has not occurred on or before the Outside Dateprior to December 31, 2011, then, within five Business Days after the Outside Datesuch date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck a CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered addressaddress as reflected in the CVR Register as of the date the Rights Agent received such Achievement Certificate or Non-Achievement Certificate. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs received within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer Buyer, which shall be prepared by such Holder or Holders Holders, (i) specifying that such Holder or Holders object to the determination of Buyer that the Merck a CVR Payment Event did not occur and (a “Notice of Objection”ii) and stating the reason upon which such Holder or Holders have determined that the Merck a CVR Payment Event has occurred on or before the Outside Dateprior to December 31, 2011 (a “Notice of Objection”). Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein)Holders. (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) , and shall notify the Rights Agent of such date in writing. At least five Business Days prior to such CVR Payment Date, Buyer shall cause the CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the CVR Payment Date, distribute the CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the CVR Payment Amount based on the number of CVRs held by such Holder as reflected on the Merck CVR Register) (i, which pro rata amount shall be provided by Buyer in writing to the Rights Agent) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before prior to such Merck CVR Payment Date. The determination by Buyer of any CVR Payment Amount shall be final and binding on Buyer, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountand each Holder. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 205% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the The Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly following If the occurrence Milestone occurs at any time prior to the expiration of the Merck CVR Milestone Period, then, on or prior to the Milestone Payment EventDate, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall Parent Holdco will deliver or cause to be delivered to the Rights Agent (i) a certificate (the “Milestone Achievement Certificate”), ) certifying the date of the satisfaction of the Milestone and that the Holders are entitled to receive the Merck CVR Milestone Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by a wire transfer of immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding multiplied by the amount of the Milestone Payment (the “Aggregate Milestone Payment”). After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within five (5) Business Days) pay (x) by one lump sum wire payment to DTC for any Holder who is a former street name holder of Shares and (y) for all other Holders, by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent (such accountamount in (x) and (y) together, an amount in cash equal to Aggregate Milestone Payment). The Rights Agent shall hold the Aggregate Milestone Payment in a non-interest bearing account until such payment is made in accordance with the foregoing sentence. Notwithstanding the foregoing, in no event shall Parent Holdco be required to pay the Milestone Payment more than once and Parent Holdco shall not be required to pay the Milestone Payment if the Milestone occurs after the expiration of the Milestone Period. (gb) Buyer Parent Holdco or the Rights Agent shall be entitled to deduct and withholdor withhold from the Milestone Payment, or cause if payable, such amounts as may be required to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold withheld with respect to the making of such payment Milestone Payment or CVR under the Internal Revenue Code, and the rules and regulations thereunder, or any other applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld Law relating to Taxes, as may be reasonably determined by Parent Holdco or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish Agent. Prior to the Rights Agent all information and documentation in connection making any such Tax withholdings or causing any such Tax withholdings to be made with this Agreement and the Merck CVRs that the Rights Agent or respect to any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreementHolder, the Rights Agent shall forward any information and documentation it receives shall, to the Holders who request extent practicable, provide notice to the Holder of such information.potential withholding and, if applicable,

Payment Procedures. (a) Promptly following Borrower agrees and acknowledges that Borrower will, immediately upon an Event of Default or an Other RF Event of Default (i) re-register any securities (other than the occurrence Certificate) delivered as Collateral hereunder into Lender's name and (ii) subject to Section 3.7 of the Merck CVR Payment EventTrust Agreement, but upon the request of Lender, re-register the Certificate in no event later than five Business Days after the occurrence name of the Merck CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment AmountBankruptcy Remote Entity designated by Lender. (b) If On or prior to the Merck CVR Payment Event has not occurred on or before the Outside Closing Date, thenBorrower will provide Trust Collateral Agent under the Sale and Servicing Agreement with a notice providing for, within five Business Days after among other things, all remittances on the Outside Date, Buyer shall deliver Certificate to be paid to Lender to the Rights full extent of Borrower's Obligations to Lender hereunder and Borrower's Other RF Obligations to Lender under the Other Residual Financing Agreements, which notice to Trust Collateral Agent a certificate will be irrevocable for so long as any of the Obligations or Other RF Obligations remain outstanding (unless otherwise consented to in writing by Lender). All amounts received in respect of the “Non-Achievement Certificate”), stating that Certificate or other Collateral will be applied first to satisfy the Merck CVR Payment Event did not occurObligations and then to satisfy the Other RF Obligations. Any amounts received by Lender in excess of the Obligations and Other RF Obligations due and owing to Lender shall be remitted by Lender to Borrower. (c) Except as otherwise requested by All payments to Lender hereunder or under the Promissory Note shall be made in immediately available funds, and free and clear of and without deduction for any Holdertaxes, the Rights Agent shall promptly (and in no event levies, duties, charges, counterclaims, set-offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than five the due date for such payment through the Federal Reserve Fedwire System for credit to the account of Lender (Account No. 140095961 at Chase Manhattan Bank, ABA No. ▇▇▇▇▇▇▇▇▇, or such other account or accounts as Lender shall specify to Borrower in writing no later than one Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered addressDay prior to the related due date). (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection payments made hereunder shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto applied first against costs and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable expenses due hereunder pursuant to Section 2.4(d) above9.1; then against default interest, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after if any; then against interest due on the date Loan; and thereafter against the unpaid principal of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountLoan. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly following If the occurrence Milestone is achieved on or prior to the Milestone Outside Date, then as promptly as reasonably practicable (and in any event no later than sixty (60) days) after the last day of the Merck CVR calendar month in which the Milestone is achieved (a “Milestone Payment EventDate”), but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer Parent shall deliver to the Rights Agent (i) written notice (a certificate (“Milestone Achievement Notice”) indicating that the “Milestone has been achieved, which Milestone Achievement Certificate”), Notice shall be accompanied by an Officer’s Certificate certifying that the Holders are entitled Milestone was achieved prior to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Milestone Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (cii) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy letter of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution instruction reasonably required by the Rights Agent of a Non-Achievement Certificate and (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”iii) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionscash, by wire transfer of immediately available funds to an account specified by the Rights Agent, in an amount equal to the aggregate amount necessary to pay the applicable Milestone Payment to all Holders pursuant to this Section 2.4(a) other than Equity Award Holders (with respect to which any such accountamounts payable shall be retained by Parent for payment pursuant to Section 2.4(d)). (gb) Buyer Within sixty (60) days following the end of each Calendar Year that begins after the date hereof and prior to the Milestone Outside Date in which the Milestone has not been achieved, Parent will deliver to the Rights Agent a certificate (each certificate delivered following the end of a Calendar Year that ends prior to the Milestone Outside Date, a “Reporting Certificate”, the certificate delivered following the end of the Calendar Year ending on the Milestone Outside Date, a “Milestone Non-Achievement Notice”, and together with the Milestone Achievement Notice and the Reporting Certificates, the “Notices”) certifying that the Holders are not entitled to receive any applicable Milestone Payment (i) in the case of a Reporting Certificate, with respect to such Calendar Year or (ii) in the case of the Milestone Non-Achievement Notice, at any time, and, in each case in the event a Reporting Certificate or Milestone Non-Achievement Notice is delivered, setting forth in reasonable detail, Parent’s calculation of the Net Sales as of the end of such Calendar Year and a breakdown of Net Sales in each month for each of the Existing Products in such Calendar Year, together with reasonable supporting documentation for such calculations. In the event a Milestone Non-Achievement Notice is delivered, such notice shall be accompanied by an Officer’s Certificate certifying that the Milestone was not achieved prior to the Milestone Outside Date, and, accordingly, no Milestone Payment Amount shall be payable to the Holders. (c) In the event that Parent delivers a Milestone Achievement Notice, the Rights Agent will promptly, and in any event within ten (10) Business Days of receipt of the Milestone Achievement Notice as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of the Milestone Achievement Notice and, other than with respect to the Equity Award Holders, pay the applicable Milestone Payment Amount, in accordance with any letter of instruction delivered by Parent to the Rights Agent, to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of 5:00 p.m. New York City time on the date of the Milestone Achievement Notice. The Rights Agent will promptly, and in any event within ten (10) Business Days of receipt of a Reporting Certificate or Milestone Non-Achievement Notice, send each Holder at its registered address a copy of such Reporting Certificate or Milestone Non-Achievement Notice, as applicable. (d) In the event that Parent delivers a Milestone Achievement Notice, with respect to any Milestone Payment that is payable to Equity Award Holders, Parent shall, as soon as reasonably practicable following the Milestone Payment Date (but in any event no later than the next regularly scheduled payroll date that is at least five (5) Business Days following the date of the delivery of the Milestone Achievement Notice, and in all events no later than the date that is thirty (30) days following the date of the delivery of the Milestone Achievement Notice or, if earlier, to the extent required to be exempt from Section 409A of the Code, the last date within the applicable “short-term deferral” period as set forth in Treasury Regulation Section 1.409A-1(b)(4)), pay, or shall cause the Surviving Corporation or an Affiliate thereof to pay through Parent’s, the Company’s or such Affiliate’s payroll system or accounts payable systems, as applicable (and subject to any applicable withholding Taxes pursuant to Section 3.8(e) of the Merger Agreement), the Milestone Payment Amount to each such Equity Award Holder in accordance with Section 3.7(d) of the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, it is the intent of the parties that the Milestone be deemed to constitute a substantial risk of forfeiture within the meaning of Section 409A of the Code and that the Milestone Payment Amount to each such Equity Award Holder be exempt from Section 409A of the Code; provided, however, to the extent necessary to comply with Section 409A of the Code, such Milestone Payment Amount will be paid in compliance with Treasury Regulation Section 1.409A-3(i)(5)(iv)(A). None of the parties to this Agreement nor any of their employees, directors or representatives shall have any liability to a Holder or transferee or other Person in respect of Section 409A of the Code. (e) The Holders and the parties hereto agree to treat the CVRs for all U.S. federal income Tax purposes as additional consideration for the Company Shares (or, to the extent the CVRs are received with respect to Company RSU Awards or Company PSU Awards, as compensation for services) pursuant to the Offer or the Merger Agreement, as the case may be, and none of the Holders and the parties hereto will take any position to the contrary on any Tax Return or for other U.S. federal income Tax purposes except as required by applicable Tax law. Parent and the Company shall report imputed interest on the CVRs as required by applicable Tax law. (f) Notwithstanding anything to the contrary in this Agreement, Parent or its applicable Affiliate (including the Surviving Corporation) shall be entitled to deduct and withhold, or cause the Rights Agent to be deducted or withhelddeduct and withhold, from each Merck CVR any applicable Milestone Payment Amount or any other amounts otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer may be required to be deducted and withheld therefrom under applicable Tax law, as may reasonably be determined by Parent or the Rights Agent. With respect to amounts payable to Equity Award Holders, any such withholding may be made, or caused to be made, by Parent through Parent’s, the Surviving Corporation’s or its applicable subsidiary of Buyer is required Affiliate’s payroll system. Prior to deduct and withhold making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than an Equity Award Holder), Parent shall instruct the making of such payment under the Internal Revenue CodeRights Agent to solicit IRS Form W-9s or W-8s, or any provision other appropriate forms or information, from Holders within a reasonable amount of statetime in order to provide a reasonable opportunity for the Holder to timely provide any necessary Tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding, local and the applicable Milestone Payment may be reasonably delayed in order to gather such necessary Tax forms. Parent, its Subsidiaries (including the Surviving Corporation) and the Rights Agent may assume all such forms in its possession or foreign tax lawprovided by any Holder are valid under applicable Tax law until subsequently notified by such Holder. Parent or its applicable Subsidiary (including the Surviving Corporation) shall, or shall cause the Rights Agent to, take all action that may be necessary to ensure that any amounts deducted or withheld in respect of Taxes are promptly and properly remitted to the appropriate Governmental Authority. To the extent that any amounts are so withheld or paid over to or deposited with the relevant governmental entitydeducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder Person in respect of which whom such deduction and withholding was made, and as required by applicable Tax law. Parent shall deliver (or shall cause the Rights Agent, the Surviving Corporation or its applicable Affiliate to deliver) to the Person to whom such amounts would otherwise have been paid an original IRS Form 1099 or IRS Form 1042-S (or in the case of payments to Equity Award Holders, an original IRS Form W-2, if applicable) or other reasonably acceptable evidence of such deduction or withholding. (g) Subject to the following sentence, the cash delivered by Parent to the Rights Agent pursuant to Section 2.4(a)(iii) shall be deemed to have been paid in full satisfaction of all rights with respect to all Holders other than Equity Award Holders. Any portion of any applicable Milestone Payment Amount delivered to the Rights Agent that remains undistributed to a Holder six (6) months after the date of the delivery of the Milestone Achievement Notice will be delivered upon demand by Parent by the Rights Agent to Parent, and any Holder will thereafter look only to Parent (subject to abandoned property, escheat and other similar applicable law) for payment of the Milestone Payment Amount, without interest, but such Holder will have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Law. (h) Subject Notwithstanding anything to prior execution and delivery by the contrary in this Agreement, none of Parent, ▇▇▇▇▇▇’s Affiliates nor the Rights Agent will be liable to any Person in respect of any applicable Milestone Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s and the Rights Agent’s commercially reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish efforts to deliver an applicable Milestone Payment Amount to the Rights Agent applicable Holder, such applicable Milestone Payment Amount has not been paid prior to the date on which such applicable Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Authority, any such applicable Milestone Payment Amount will, to the extent permitted by applicable Law, become the property of Parent, free and clear of all information and documentation claims or interest of any Person previously entitled thereto. (i) For the avoidance of doubt: (a) the applicable Milestone Payment Amount shall only be paid in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate respect of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution Milestone, if at all, one time under this Agreement; and delivery by (b) the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, Milestone Payment shall not become payable unless the Rights Agent Milestone shall forward any information and documentation it receives have been achieved on or prior to the Holders who request such informationMilestone Outside Date.

Payment Procedures. (a) Promptly following If the occurrence Milestone occurs at any time prior to the expiration of the Merck CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside DateMilestone Period, then, within five Business Days after the Outside Date, Buyer shall deliver on or prior to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Milestone Payment Date, Buyer shall Parent will deliver or cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on Agent (i) a written notice (the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of “Milestone Achievement Notice”) certifying the date of the Achievement Certificate or satisfaction of the date Milestone and that each Holder is entitled to receive the Milestone Payment Amount applicable to such Holder, (ii) any letter of final determination instruction reasonably required by the Rights Agent and (iii) cash, by wire transfer of immediately available funds to an account designated by the Rights Agent, equal to the aggregate Milestone Payment Amounts due to all Holders pursuant to Section 2.4(d4.2 other than Equity Award Holders (with respect to which any such amounts payable to Equity Award Holders shall be retained by Parent for payment pursuant to Section 2.4(b) aboveand in accordance with Section 2.9(c) of the Merger Agreement). (b) The Rights Agent will promptly, as applicableand in any event within five (5) Business Days of receipt of the Milestone Achievement Notice and any letter of instruction reasonably required by such the Rights Agent, send each Holder as reflected on at its registered address a copy of the Merck CVR Register) (i) Milestone Achievement Notice and, other than with respect to Equity Award Holders, pay the applicable Milestone Payment Amount to each Holder by check mailed to the address of each such respective Holder (other than Equity Award Holders) as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR date of the Milestone Achievement Notice. With respect to the Milestone Payment Amount that is payable to an Equity Award Holder, Parent shall, or shall cause the Surviving Corporation or an Affiliate thereof to, pay, as soon as reasonably practicable following the Milestone Payment Date (but in any event no later than the second regular payroll date following the Milestone Payment Date, or, (ii) with respect to any Holder and in all events no later than the date that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided 90 days following the Rights Agent with wire transfer instructionsdate on which the Milestone is achieved), through Parent’s, the Surviving Corporation’s or such Affiliate’s payroll system or by wire transfer of immediately available funds the Paying Agent, the Milestone Payment Amount applicable to such accountEquity Award Holder. If any such payment in accordance with this Section 2.4(b) cannot be made through the applicable payroll system or payroll provider or by the Paying Agent, then the Surviving Corporation will issue a check for such payment to such Equity Award Holder (less applicable withholding Taxes, if any), which check will be sent by overnight courier to the most recent address on the Surviving Corporation’s personnel records for such Equity Award Holder as soon as reasonably practicable following the Milestone Payment Date. (gc) Buyer Each of the Rights Agent, Parent, the Surviving Corporation and each of their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted or withheld, withhold from each Merck CVR Payment Amount the amounts otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and or withhold therefrom under applicable Legal Requirements. Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any Holder (other than an Equity Award Holder, in its capacity as such), the making Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts; provided, that the time period for payment under of a Milestone Payment by the Internal Revenue Code, Rights Agent set forth in Section 2.4 shall be extended by a period equal to any delay caused by the Holder providing such forms. Any such amounts deducted or any provision of state, local or foreign tax law. To withheld and remitted to the extent that amounts are so withheld or paid over to or deposited appropriate Governmental Body in accordance with the relevant governmental entity, such withheld amounts applicable Legal Requirements shall be treated for all purposes of under this Agreement and the Merger Agreement as having been paid to the Holder in Person to whom such amounts would otherwise have been paid. Parent shall deliver (or shall cause the Rights Agent, the Surviving Corporation or its applicable Affiliate to deliver) to the Person with respect to whom such withholding is made an IRS Form 1099 or other reasonably acceptable evidence of which such deduction and withholding was madeor withholding. (hd) Subject Any portion of the aggregate Milestone Payment Amounts that remain undistributed to prior execution and delivery the Holders 12 months after the date of the Milestone Achievement Notice shall be delivered by the Rights Agent of a reasonable to Parent, upon demand, and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders shall thereafter look only to Parent for payment of at least 20% in the aggregate such Holder’s Milestone Payment Amount, without interest, but such Holder shall have no greater rights against Parent than those accorded to general unsecured creditors of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the Parent under applicable Holders of a reasonable and customary confidentiality/nonuse agreement, Legal Requirements. (e) Neither Parent nor the Rights Agent shall forward be liable to any information and documentation it receives person in respect of the Milestone Payment Amounts delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Legal Requirement. If, despite Parent’s and/or the Rights Agent’s reasonable best efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid prior to the date on which such Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Body, any such Milestone Payment Amount shall, to the extent permitted by applicable Legal Requirements, immediately prior to such time become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (f) Except to the extent any portion of a Milestone Payment Amount is required to be treated as imputed interest pursuant to applicable Legal Requirements, the Parties hereto intend to treat Milestone Payment Amounts made with respect to CVRs issued in exchange for Shares pursuant to the Merger Agreement for U.S. federal and applicable state and local income Tax purposes as additional consideration. Parent and the Surviving Corporation shall report imputed interest on the CVRs as required by applicable Legal Requirements. (g) The Parties intend, to the extent consistent with applicable Legal Requirements, to treat the payments from the CVRs received with respect to the Company Options and Company Restricted Stock Units for all U.S. federal and applicable state and local income Tax purposes as compensation payments (and not to treat the issuance of the CVR to Equity Award Holders who request such informationas a payment itself).

Payment Procedures. (a) Promptly following If Milestone One is achieved at any time prior to the occurrence expiration of the Merck CVR Payment EventMilestone One Period, but in no event later than five then, at least ten (10) Business Days after prior to the occurrence of the Merck CVR Milestone One Payment EventDate, Buyer shall Parent will deliver or cause to be delivered to the Rights Agent a certificate written notice (the “Milestone One Achievement CertificateNotice”), ) certifying the date of the satisfaction of Milestone One and that the Holders are each Holder is entitled to receive the Merck CVR applicable Milestone Payment AmountAmount applicable to such Holder as a one-time cash payment. No transaction described in Section 6.1(a) hereof shall give Following the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate delivery of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Milestone One Achievement Certificate (the “Objection Period”)Notice, the Rights Agent shall Parent will deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent: (i) instructions to solicit Tax forms or other information required to properly make Tax deductions or withholdings in accordance with Section 2.4(e), who will in turn, on (ii) any letter of instruction reasonably required by the Merck CVR Rights Agent and requested by the Rights Agent at least five (5) Business Days prior to the Milestone One Payment Date, distribute the Merck CVR Payment Amount and (iii) at least one (1) Business Day prior to the Milestone One Payment Date, cash, by wire transfer of immediately available funds to an account designated by the Rights Agent, in an amount equal to the aggregate applicable Milestone Payment Amounts due to all Holders pursuant to Section 4.2 other than Equity Award Holders (each Holder being entitled with respect to receive its pro rata share which any such amounts payable to Equity Award Holders shall be retained by Parent for payment pursuant to Section 2.4(d)). For the avoidance of doubt, (A) the Milestone One Payment shall only be paid once, if at all, subject to the achievement of Milestone One in accordance with this Agreement and (B) the Milestone One Payment shall not become payable unless Milestone One has been achieved prior to the expiration of the Merck CVR Milestone One Period. (b) If Milestone Two is achieved at any time prior to the expiration of the Milestone Two Period, then, at least ten (10) Business Days prior to the Milestone Two Payment Amount based on Date, Parent will deliver or cause to be delivered to the number of Merck CVRs held Rights Agent a written notice (as of the “Milestone Two Achievement Notice”) certifying the date of the satisfaction of Milestone Two and that each Holder is entitled to receive the applicable Milestone Payment Amount applicable to such Holder as a one-time cash payment. Following the delivery of the Milestone Two Achievement Certificate Notice, Parent will deliver or cause to be delivered to the date Rights Agent: (i) instructions to solicit Tax forms or other information required to properly make Tax deductions or withholdings in accordance with Section 2.4(e), (ii) any letter of final determination instruction reasonably required by the Rights Agent and requested by the Rights Agent at least five (5) Business Days prior to the Milestone Two Payment Date, and (iii) at least one (1) Business Day prior to the Milestone Two Payment Date, cash, by wire transfer of immediately available funds to an account designated by the Rights Agent, in an amount equal to the aggregate applicable Milestone Payment Amounts due to all Holders pursuant to Section 4.2 other than Equity Award Holders (with respect to which any such amounts payable to Equity Award Holders shall be retained by Parent for payment pursuant to Section 2.4(d)). For the avoidance of doubt, (A) abovethe Milestone Two Payment shall only be paid once, as applicableif at all, subject to the achievement of Milestone Two in accordance with this Agreement and (B) the Milestone Two Payment shall not become payable unless Milestone Two has been achieved prior to the expiration of the Milestone Two Period. (c) The Rights Agent will promptly, and in any event within five (5) Business Days of receipt of the applicable Milestone Achievement Notice and any letter of instruction reasonably required by such the Rights Agent, send each Holder as reflected on at its registered address a copy of the Merck CVR Register) applicable Milestone Achievement Notice and pay the applicable Milestone Payment Amount, subject to any amounts deducted or withheld pursuant to Section 2.4(e), to each Holder that is not an Equity Award Holder (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, date of the applicable Milestone Achievement Notice or (ii) with respect to any such Holder that is due payment pursuant to this Agreement an aggregate amount in excess of $1,000,000 who 100,000 and has provided the Rights Agent with wire transfer wiring instructions, by wire transfer of immediately available funds to the account designated in such accountinstruction; provided, that any such wire instructions shall include an acknowledgment by the Holder that a wire fee of $50 will be subtracted from the amount paid to such Holder. (gi) Buyer Except as otherwise provided in Section 2.4(d)(ii), with respect to a Milestone Payment Amount that is payable to an Equity Award Holder related to CVRs issued in respect of Company Equity Awards, Parent shall, or shall cause the Surviving Corporation or an Affiliate thereof to, pay, on the Surviving Corporation’s or an Affiliate’s next regularly scheduled payroll date following the applicable Milestone Payment Date (but in no event later than ten (10) Business Days after the applicable Milestone Payment Date), the aggregate applicable Milestone Payment Amount (less applicable withholding Taxes pursuant to Section 2.4(e)) due to each Equity Award Holder (whether or not employed by Parent or any of its Affiliates as of such Milestone Payment Date). (ii) Notwithstanding any provision of this Agreement to the contrary, if a Milestone Payment Amount is payable to an Equity Award Holder with respect to a corresponding Converted Stock Option, Converted RSU or Converted PSU which remains unvested on an applicable Milestone Payment Date, the applicable Milestone Payment shall not be paid on such Milestone Payment Date, but instead the aggregate applicable Milestone Payment Amount (less applicable withholding Taxes pursuant to Section 2.4(e)) shall be payable on the Surviving Corporation’s or an Affiliate’s next regularly scheduled payroll date following the date on which such Converted Stock Option, Converted RSU or Converted PSU vests in accordance with its terms as provided for in the Merger Agreement (but in no event later than ten (10) Business Days after the applicable vesting date and regardless of whether such Equity Award Holder is employed by Parent or any of its Affiliates as of such time). For the avoidance of doubt, in no event shall a Milestone Payment with respect to a Converted Stock Option, Converted RSU or Converted PSU be made to an Equity Award Holder unless and until the corresponding Converted Stock Option, Converted RSU or Converted PSU has vested in accordance with its terms as provided for in the Merger Agreement. (iii) If any such payment in accordance with this Section 2.4(d) cannot be made through the applicable payroll system or payroll provider or by the Paying Agent, then the Surviving Corporation will issue a check for such payment to such Equity Award Holder (less applicable withholding Taxes pursuant to Section 2.4(e)), which check will be sent by overnight courier to the most recent address on the Surviving Corporation’s personnel records for such Equity Award Holder as soon as reasonably practicable following the applicable payment date determined in accordance with Section 2.4(d)(i) and Section 2.4(d)(ii). (iv) For the avoidance of doubt, in the event an Equity Award Holder also received CVRs in respect of Common Shares held immediately prior to the Acceptance Time or Effective Time (as applicable), such CVRs in respect of Common Shares are not subject to the provisions of this Agreement relating to CVRs issued in respect of the Company Equity Awards. (e) Each of the Rights Agent, Parent, the Surviving Corporation and their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted or withheld, withhold from each Merck CVR Payment Amount otherwise any cash amounts payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold by any applicable Tax Laws; provided, that with respect to Equity Award Holders, any such withholding may be made, or caused to be made, by Parent through the Surviving Corporation’s or its Affiliates’ payroll system or any successor payroll system. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than an Equity Award Holder, in its capacity as such), the applicable withholding agent shall, to the extent practicable, timely provide notice to the Holder of such payment under potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary tax forms (Internal Revenue CodeService (“IRS”) Form W-9s or IRS Form W-8s) or other information in order to avoid or reduce such withholding amounts if such forms or information were not solicited pursuant to Section 2.4(a); provided, however, that the time period for payment of a Milestone Payment by the Rights Agent set forth in this Section 2.4 shall be extended by a period equal to any delay caused by the Holder providing such forms. Any amounts deducted or any provision of state, local or foreign tax law. To withheld and timely remitted to the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts appropriate Governmental Authority shall be treated for all purposes of under this Agreement and the Merger Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall deliver (or shall cause the Rights Agent, Surviving Corporation or its applicable Affiliate to deliver) to the Person with respect to whom such withholding is made an IRS Form 1099 or other reasonably acceptable evidence of such deduction or withholding. (f) Any portion of the aggregate applicable Milestone Payment Amount that remains undistributed to the Holders on the date that is twelve (12) months after the date of the applicable Milestone Achievement Notice shall be delivered by the Rights Agent to Parent and any Holder shall thereafter look only to Parent for payment of such Holder’s Milestone Payment Amount, without interest, but such Holder shall have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Laws. (g) None of Parent, the Rights Agent or any of their respective Affiliates shall be liable to any Person in respect of the Milestone Payment Amounts delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If, despite Parent’s and/or the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid prior to the date on which such deduction Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Authority, any such Milestone Payment Amount shall, to the extent permitted by applicable Laws, immediately prior to such time become the property of Parent, free and withholding was madeclear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (h) Subject Except to prior execution and delivery by the Rights Agent extent any portion of a reasonable and customary confidentiality/nonuse agreementMilestone Payment Amount is required to be treated as imputed interest pursuant to applicable Laws, Buyer shall promptly furnish the Parties hereto intend to treat Milestone Payment Amounts made with respect to CVRs issued in exchange for Common Shares pursuant to the Rights Agent Merger Agreement for U.S. federal and applicable state and local income Tax purposes as additional consideration. Parent and the Surviving Corporation shall report imputed interest on the CVRs as required by applicable Laws. (i) The Parties intend, to the extent consistent with applicable Laws, to treat the payments from the CVRs received with respect to the Company Equity Awards for all information U.S. federal and documentation applicable state and local income Tax purposes as compensation payments (and not to treat the issuance of the CVR to the Equity Award Holder as a payment itself). For the avoidance of doubt, each Milestone Payment Amount payable to an Equity Award Holder is intended to constitute transaction-based compensation for purposes of Treasury Regulation § 1.409A–3(i)(5)(iv) or shall otherwise be paid in connection compliance with or under an alternative exemption from Section 409A of the Code. Without limiting the foregoing, the parties intend that each CVR issued on an Equity Award Holder is exempt from or in compliance with Section 409A of the Code, and this Agreement shall be interpreted and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% administered in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationaccordance therewith.

Payment Procedures. 1. The Purchaser shall pay the Seller, and the Seller shall accept payment, in accordance with this Article 5 (Terms of Payment by Purchaser) and the Draw Schedule attached hereto as Appendix 1. All payments due and owing to the Seller shall be paid to the Seller (and each invoice shall so provide) and payment to the Prime Seller shall be deemed payment to the Seller. 2. Purchaser agrees to pay an initial payment to Seller in the estimated of amount of $1,500,000.00 as stated in the Draw Schedule. The stated sum shall be released to Seller as stated in the Draw Schedule. Failure to receive this payment shall entitle Seller to immediately suspend Work hereunder. 3. Invoices given to the Purchaser (and the Licensed Engineer) on or before the last day of any month shall, subject to Article 5(C)(5) below, be due and payable on the last day of the next month or such other time as may be specified in this Contract. 4. Invoices not paid when due shall accrue late payment charges from the day, following the day, on which payment was due until the day on which it is paid. Invoices for such extended payment charges shall not be issued for an amount less than U.S. $10,000. Extended payment charges shall be computed at the rate of one percent (1%) per month. 5. In the event that the Purchaser has an objection to any invoice or other payment obligation or any amount owing by Seller to Purchaser shall not have been paid when due, the Purchaser shall promptly notify the Seller of such objection and such amount, and the Purchaser and Seller shall make every reasonable effort to settle promptly the dispute concerning the payment(s) in question. In the event such dispute cannot be settled, the Seller, the Purchaser and Escrow Agent will execute and deliver a Payment Escrow Agreement with such changes therein as the Escrow Agent may reasonably request, and the Purchaser will have the right to withhold payment of the disputed amount(s) (or withhold from the invoice amount a sum equal to the amount purportedly owing by Seller) so long as it deposits, in full, such disputed amount(s) into the Dispute Account. (a) Promptly following Provided such disputed amount is placed into the occurrence Dispute Account in a timely manner, the Purchaser shall not be deemed to be in breach of the Merck CVR Payment Event, but or in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall deliver default for failing to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amountpay Seller. (b) If The Escrow Agent will distribute the Merck CVR Payment Event has not occurred on or before disputed amount in accordance with the Outside Date, then, within five Business Days after terms of the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occurEscrow Instructions. (c) Except as otherwise requested by any HolderIn addition, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer prevailing Party shall be entitled to deduct and withhold, or cause to be deducted or withheld, receive from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect Dispute Account an amount equal to the making of such payment under interest earned by the Internal Revenue CodeEscrow Agent on the distributed, or any provision of statedisputed amount, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts which shall be treated for all purposes of this Agreement as having been paid to distributed by the Holder in respect of which such deduction and withholding was madeEscrow Agent under clause (b) above. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer 6. The Purchaser shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs make timely payments for that the Rights Agent or any Holder or Holders of at least 20% in the aggregate portion of the outstanding Merck CVRs may reasonably request invoice not in connection dispute in accordance with Article 5(C) or such payments will be assessed extended payment charges as set forth in Article 5(C)(4). Pending resolution of the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreementdispute, the Rights Agent shall forward Purchaser may not withhold payment (unless also subject to dispute) on any information and documentation it receives to the Holders who request such informationother invoice concerning different goods and/or services submitted by Seller.

Payment Procedures. (a) Promptly If the EMEA CPR Payment Event shall occur, then within 30 days following the occurrence of the Merck CVR EMEA CPR Payment EventEvent Parent shall deliver to the Rights Agent (i) a certificate (the “EMEA CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the EMEA CPR Payment Event and that the Holders are entitled to receive the applicable EMEA CPR Payment Amount set forth in such certificate and (ii) the aggregate amount of the EMEA CPR Payment payable to the Holders. (b) If the FDA CPR Payment Event shall occur, but in no event later than five Business Days after then within 30 days following the occurrence of the Merck CVR FDA CPR Payment EventEvent Parent shall deliver to the Rights Agent (i) a certificate (the “FDA CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the FDA CPR Payment Event and that the Holders are entitled to receive the FDA CPR Payment Amount and (ii) the aggregate amount of the FDA CPR Payment payable to the Holders. (c) If the Single Dose CPR Payment Event shall occur, Buyer then within 30 days following the occurrence of the Single Dose CPR Payment Event Parent shall deliver to the Rights Agent (i) a certificate (the “Single Dose CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Single Dose CPR Payment Event and that the Holders are entitled to receive the Single Dose CPR Payment Amount and (ii) the aggregate amount of the Single Dose CPR Payment payable to the Holders. Parent and the Rights Agent agree that the FDA CPR Payment (d) If the Net Sales CPR Payment Event shall occur, then within 30 days following the occurrence of the Net Sales CPR Payment Event Parent shall deliver to the Rights Agent (i) a certificate (the “Net Sales CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Net Sales CPR Payment Event and that the Holders are entitled to receive the Net Sales CPR Payment Amount and (ii) the aggregate amount of the Net Sales CPR Payment payable to the Holders. For the avoidance of doubt, the Net Sales CPR Payment Amount shall be due and payable by Parent on no more than one occasion. (e) If the EMEA CPR Payment Event has not occurred on or before December 31, 2013, then on or before January 31, 2014 Parent shall deliver to the Rights Agent a certificate (the “Achievement EMEA CPR Payment Non-Compliance Certificate”), ) certifying that the EMEA CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR EMEA CPR Payment Amount. (bf) If the Merck CVR FDA CPR Payment Event has not occurred on or before the Outside Payment Date, then, within five Business Days then on or before the date that is 30 days after the Outside Date, Buyer Payment Date Parent shall deliver to the Rights Agent a certificate (the “FDA CPR Payment Non-Achievement Compliance Certificate”), stating ) certifying that the Merck CVR FDA CPR Payment Event did has not occuroccurred, and as a result the Holders are not entitled to receive the FDA CPR Payment Amount. (cg) Except as otherwise requested by any Holder, If the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Single Dose CPR Payment Event has not occurred on or before the Outside Payment Date. Any dispute arising from , then on or before the date that is 30 days after the Outside Payment Date Parent shall deliver to the Rights Agent a Notice of Objection shall be resolved in accordance with certificate (the procedure set forth in Section 7.12“Single Dose CPR Payment Non-Compliance Certificate”) certifying that the Single Dose CPR Payment Event has not occurred, which decision shall be binding on the parties hereto and every Holder (including as a result the Holders are not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right entitled to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Single Dose CPR Payment Amount. (fh) If Buyer delivers an Achievement Certificate the Net Sales CPR Payment Event has not occurred on or before December 31, 2021, then on or before March 1, 2022 Parent shall deliver to the Rights Agent or if a certificate (the Merck CVR “Net Sales CPR Payment Non-Compliance Certificate”) certifying that the Net Sales CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Net Sales CPR Payment Amount. (i) The Rights Agent shall, within ten Business Days of receipt, send each Holder at its registered address a copy of each certificate delivered by Parent pursuant to this Section 2.4. If in any such certificate Parent certifies that a CPR Payment Amount is determined payable to be payable pursuant the Holders, then at the time the Rights Agent sends a copy of such certificate to Section 2.4(d) abovethe Holders, Buyer the Right Agent shall establish a Merck CVR Payment Date that is within 15 calendar days after also pay the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR applicable CPR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to each of the Holders (the amount to which each Holder being is entitled to receive its pro rata share of the Merck CVR Payment Amount will be based on the applicable CPR Payment Amount multiplied by the number of Merck CVRs CPRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR CPR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR CPR Register as of the close of business on the last Business Day before prior to such Merck CVR CPR Payment Date, or, . (iij) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (g) Buyer Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR CPR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary amounts (l) Any portion of Buyer is required to deduct and withhold with respect any CPR Payment Amount that remains undistributed to the making of such payment under the Internal Revenue Code, or Holders for six months after any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts CPR Payment Date shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery delivered by the Rights Agent of a reasonable to Parent, upon demand, and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders shall thereafter look only to Parent for payment of at least 20% in the aggregate such CPR Payment Amount, but shall have no greater rights against Parent than may be accorded to general unsecured creditors of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurredParent under applicable law. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, (m) Neither Parent nor the Rights Agent shall forward be liable to any information and documentation it receives person in respect of any CPR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any CPR Payment Amount has not been paid prior to two years after the applicable CPR Payment Date (or immediately prior to such earlier date on which the CPR Payment Amount would otherwise escheat to or become the property of any Governmental Entity), any such CPR Payment Amount shall, to the Holders who request such informationextent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Payment Procedures. (a) Promptly If a Milestone is attained, then within 30 days following the occurrence attainment of a Milestone (the “Milestone Payment Date”), Parent shall deliver to the Rights Agent (i) a certificate (the “Milestone Compliance Certificate”) certifying the date of the Merck satisfaction of the applicable Milestone and that the Holders are entitled to receive the applicable Milestone Payment and (ii) cash in the aggregate amount of the Milestone Payment payable to the Holders. Notwithstanding anything in this Agreement to the contrary, with respect to any CVR Payment Eventissued pursuant to Section 3.6(h) of the Merger Agreement in respect of a Company Option having an exercise price greater than $30 per share of Company Common Stock, but Parent shall be entitled to deduct from the Milestone Payments to the applicable Holder in no event later than five Business Days respect of such CVR, the amount by which the exercise price per share of Company Common Stock under such Company Option exceeded $30. (b) If a Milestone is not attained on or before the end of the applicable Milestone Measuring Period, then on or before the date that is 30 days after the occurrence of the Merck CVR Payment Eventapplicable Milestone Measuring Period, Buyer Parent shall deliver to the Rights Agent a certificate (the “Achievement Milestone Payment Non-Compliance Certificate”), ) certifying the Milestone(s) that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has have not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating and that the Merck CVR Payment Event did not occurParent has complied with its obligations under this Agreement. (c) Except as otherwise requested by any Holder, the The Rights Agent shall promptly (promptly, and in no event later than five ten Business Days after receipt thereof) receipt, send each Holder at its registered address a copy of any Achievement Certificate or Non-Achievement Certificate certificate delivered by Parent pursuant to this Section 2.4. If in such certificate Parent certifies that a Milestone Payment is payable to the Holders, then at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by time the Rights Agent sends a copy of a Non-Achievement Certificate (such certificate to the “Objection Period”)Holders, the Rights Agent shall deliver a written notice also pay the Milestone Payment to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination each of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (the amount to which each Holder being is entitled to receive its pro rata share of the Merck CVR Payment Amount will be based on the Milestone Payment multiplied by the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR prior to the Milestone Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such account. (gd) Buyer Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR the Milestone Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or and paid over to or deposited with the relevant governmental entityGovernmental Body, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts. (he) Subject Any portion of the Milestone Payment that remains undistributed to prior execution and delivery the Holders for six months after the Milestone Payment Date shall be delivered by the Rights Agent of a reasonable to Parent, upon demand, and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder shall thereafter look only to Parent or Holders Guarantor for payment of at least 20% in the aggregate such Milestone Payment, but shall have no greater rights against Parent or Guarantor than may be accorded to general unsecured creditors of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the Parent under applicable Holders of a reasonable and customary confidentiality/nonuse agreement, law. (f) Neither Parent nor the Rights Agent shall forward be liable to any information and documentation it receives person in respect of the Milestone Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any portion of a Milestone Payment made by Parent remains unclaimed by a Holder prior to two years after the applicable Milestone Payment Date (or immediately prior to such earlier date on which the Milestone Payment would otherwise escheat to or become the property of any Governmental Entity), despite the Rights Agent’s commercially reasonable efforts to deliver the payment to a Holder, any such Milestone Payment shall, to the Holders who request extent permitted by applicable Legal Requirement, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. (g) Product Sales for one or more quarterly periods may be used as part of multiple Milestone Performance Periods (assuming such informationuse satisfies the criteria requiring four consecutive quarters). For example, the results for the quarter ended December 31, 2012 may be part of the Milestone Performance Period ending on such date, or such quarter may be the first, second or third quarter of a different Milestone Performance Period. A single Milestone Performance Period can be used to measure the attainment of more than one Milestone. If a single Milestone Performance Period reflects Product Sales that would satisfy more than one Milestone, then the Milestone Payment with respect to all Milestones achieved during the Milestone Performance Period shall be paid. For example, if no Milestones have been attained prior to December 31, 2014, but the Product Sales for the Milestone Performance Period ending on December 31, 2014 are $1.5 billion, then the Milestone Payments associated with Milestone #1, Milestone #2 and Milestone #3 shall be paid ($6 per CVR).

Payment Procedures. (a) Promptly following the occurrence of the Merck If a CVR Payment EventPayout Transaction occurs, but in then no event later than five Business Days after 45 days following such CVR Payout Transaction, Stonepeak or the occurrence of the Merck CVR Payment Event, Buyer Company shall deliver to the Rights Agent Independent Accountant a certificate which outlines Stonepeak’s or the Company’s calculation of the Proceeds with respect to such CVR Payout Transaction and the recipients thereof (the “Achievement Calculation Certificate”), certifying that which such Calculation Certificate and the Holders are entitled information contained therein shall be deemed to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amountbe Confidential Information. (b) If During the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days 30 day period after the Outside Date, Buyer shall deliver Calculation Certificate is delivered to the Rights Agent a certificate Independent Accountant in accordance with Section 2.5(a) (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Review Period”), the Rights Agent Company shall deliver a written notice permit, and shall cause its Subsidiaries to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object permit, the Independent Accountant to have access to the determination records of Buyer that the Merck CVR Payment Event Company or its Subsidiaries as may be reasonably necessary to investigate the basis for the Calculation Certificate. For the avoidance of doubt, only if the Company did not occur (engage an Independent Accountant at the time of a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved prior Related Party Transaction in accordance with Section 4.1(a), the procedure set forth Independent Accountant may review as part of its investigation under this Section 2.5(b) whether a prior Related Party Transaction that was undertaken by the Company was on arm’s length terms for purposes of performing calculations hereunder. If an Independent Accountant reviewing a prior Related Party Transaction pursuant to this Section 2.5(b) determines that such Related Party Transaction is not on arm’s lengths terms, then the Independent Accountant shall determine if the transaction had or would have the effect of circumventing or reducing payment to the Holders hereunder and, if so, then any payments or amounts paid by the Company or any of its Subsidiaries in Section 7.12excess of arm’s length terms shall reduce the Pay-Out Threshold by the amount that is in excess of arm’s length terms. At the end of the Review Period, which decision shall the Independent Accountant will certify its approval of the Calculation Certificate, as amended (if applicable) to reflect its good faith judgement of the calculation of the Proceeds with respect to such CVR Payout Transaction and the recipients thereof, and such Calculation Certificate will be deemed final, conclusive and binding (absent intentional fraud or manifest error) on the parties hereto and every Holder (including for all purposes of this Agreement. Within five Business Days following the Holders not participating therein)end of the Review Period, Stonepeak or the Company shall Make Available such final Calculation Certificate and deliver such final Calculation Certificate to the CVR Agent. (ec) If If, following the Review Period or, if applicable, completion of the procedure set forth in Section 2.6(a), there is a Notice Proceeds amount distributable or payable to the CVR Agent on behalf of Objection has not been delivered the Holders, the Company or Stonepeak, as applicable, will deposit with the CVR Agent cash or other applicable consideration in an amount equal to Buyer within the Objection Period, then Proceeds payable. On the Holders shall have no right to receive the Merck date (a “CVR Payment AmountDate”) that is not more than five Business Days after receipt of such Proceeds (or any other Proceeds received by the CVR Agent under Section 2.4(a)), and Buyer and the Rights CVR Agent shall have no further obligations will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) Proceeds by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment DateRegister, or, (ii) if agreed to by the Company with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights CVR Agent with wire transfer instructionsinstructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (gd) Buyer shall The Company and the CVR Agent will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise the Proceeds or any other amount payable to the Holders pursuant to this Agreement, such amounts amount as Buyer the Company or the applicable subsidiary of Buyer CVR Agent is required to deduct and withhold with respect to the making of any such payment under the Internal Revenue Code, or any provision of state, local or foreign tax non-U.S. Tax law. The Holders will deliver to the Company or the CVR Agent, as applicable, at the time or times reasonably requested by the Company or the CVR Agent, as applicable, such properly completed and executed documentation reasonably requested by the Company or the CVR Agent, as applicable, as will permit the Company or the CVR Agent to determine the appropriate amount of withholding. To the extent that amounts are so withheld or are paid over to or deposited with the relevant governmental entityGovernmental Entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the a Holder in respect of which such deduction and withholding was made. (e) The CVR Agent shall have no duty or obligation to calculate, verify or confirm the accuracy, validity or sufficiency of any Proceeds, Proceeds any amounts paid hereunder, the Pay-Out Threshold, or any other amount under this Agreement. (f) Stonepeak, the Company’s and CVR Agent’s obligation to pay any Proceeds shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any judgment, injunction or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of any Proceeds and the payments being otherwise lawful. (g) If Stonepeak or the Company requests in writing to the CVR Agent, any funds comprising the cash deposited with the CVR Agent under Section 2.5(c) that remain undistributed to the Holders 12 months after a CVR Payment Date shall be delivered to Stonepeak by the CVR Agent and any Holders who have not theretofore received payment in respect of such Contingent Value Rights shall thereafter look only to the Company for payment of such amounts, subject to any applicable escheatment laws in effect from time to time. Upon delivery of such funds to the Company, the escheatment obligations of the CVR Agent with respect to such funds shall terminate. Notwithstanding any other provisions of this Agreement, any portion of the funds provided by or on behalf of the Company to the CVR Agent that remains unclaimed 36 months after termination of this Agreement in accordance with Section 7.7 (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) shall, to the extent permitted by law, become the property of Stonepeak, free and clear of any claims or interest of any person previously entitled thereto, subject to any applicable escheatment laws in effect from time to time. (h) Subject to prior execution and delivery All funds received by the Rights CVR Agent under this Agreement that are to be distributed or applied by the CVR Agent in the performance of services hereunder shall be held by the CVR Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the CVR Agent in its name as agent for the Company, and such funds shall be free of any claims by the Company or Stonepeak other than reversionary rights and as set forth in Section 2.5(g), and separate from any potential bankruptcy estate of the Company or Stonepeak. The CVR Agent shall have no responsibility or liability for any diminution of the funds that may result from any deposit made by the CVR Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, except as a result of the CVR Agent ’s willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a reasonable and customary confidentiality/nonuse agreementcourt of competent jurisdiction). The CVR Agent may from time to time receive interest, Buyer shall promptly furnish to the Rights Agent all information and documentation dividends or other earnings in connection with this Agreement and such deposits. The CVR Agent shall not be obligated to pay such interest, dividends or earnings to Stonepeak, the Merck CVRs that the Rights Agent or Company, any Holder or Holders of at least 20% in any other Person. Notwithstanding anything to the aggregate of contrary herein, Stonepeak or the outstanding Merck CVRs may reasonably request Company (depending on which receives Proceeds in connection with any CVR Payout Transaction) shall be responsible for providing the determination CVR Agent with sufficient funds to satisfy its payment obligations to the Holders. (i) The parties hereto agree to treat the Contingent Value Rights for all U.S. federal and applicable state and local Tax purposes as (a) additional consideration for or in respect of whether the Merck Shares pursuant to the Prepackaged Plan and (b) a “closed transaction” in which the fair market value of the Contingent Value Rights, as determined by a third party valuation expert, is included in income in the taxable year of the Confirmation Order and, in each case, none of the parties hereto will take any position to the contrary on any Tax return, any other filing with a Governmental Entity related to Taxes or for other Tax purposes except as otherwise required by a Final Determination. The Company or CVR Payment Event has occurred. Subject Agent, as applicable, shall report imputed interest on the Contingent Value Rights pursuant to prior execution and delivery Section 483 of the Code, to the extent required by applicable law. (j) Notwithstanding anything to the applicable Holders of a reasonable and customary confidentiality/nonuse agreementcontrary herein, the Rights CVR Agent shall forward any be responsible for information and documentation it receives reporting required under applicable law with respect to the Holders who request Contingent Value Rights, including reporting the fair market value of the Contingent Value Rights upon the Holders’ receipt of such informationContingent Value Rights on IRS Form 1099-B or other applicable form to the extent required under applicable law. The Company shall provide the CVR Agent with the fair market value of the Contingent Value Rights.

Payment Procedures. (a) Promptly As soon as practicable following the occurrence receipt by the Company of Net Proceeds from (i) the Merck CVR Payment EventApproved Development Agreement, if any, after the Closing, but in no event later than five Business Days thirty (30) days after the occurrence receipt of such payments, or (ii) a CVR Transaction, but in no event later than thirty (30) days after the Merck closing of such CVR Payment EventTransaction, Buyer shall and within thirty (30) days after the end of any calendar quarter in which the Company has received Net Proceeds from any CVR Transaction, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the each, a “Achievement Reporting Certificate”), certifying that the Holders are entitled to receive a CVR Payment and setting forth the Merck Company’s calculation of the CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give Until such Reporting Certificate is received by the Holders Rights Agent, the right to receive the Merck Rights Agent may presume conclusively for all purposes that no event has occurred that would require a CVR Payment AmountPayment. (b) [reserved] (c) If the Merck CVR Payment Event Approved Development Agreement has not occurred on or before been executed and delivered prior to the Outside Target Execution Date, then, within five Business Days as soon as reasonably practicable after the Outside Target Execution Date, Buyer shall but in no event later than thirty (30) days after the Target Execution Date, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the “Development Agreement Non-Achievement Certificate”), stating that the Merck Approved Development Agreement has not been executed and delivered prior to the Target Execution Date. If no CVR Payment Event did not occur. (c) Except Transaction has been effected prior to the CVR Expiration Date, then, as otherwise requested by any Holdersoon as reasonably practicable after the CVR Expiration Date, the Rights Agent shall promptly (and but in no event later than five Business Days thirty (30) days after receipt thereof) send each the CVR Expiration Date, the Company will deliver to the Holder Representative and the Rights Agent a copy of any Achievement Certificate or certificate (the “CVR Transaction Non-Achievement Certificate at its registered addressCertificate” and, together with the Development Agreement Non-Achievement Certificate, each a “Non-Achievement Certificate,” and the Non-Achievement Certificates, together with the Reporting Certificate(s), the “Certificates”), stating that no CVR Transaction has been consummated prior to the CVR Expiration Date. (d) Upon demand If the Holder Representative does not object to any determination or calculation set forth in a Certificate by any Holder or Holders delivery of at least 20% a written notice thereof to the Company (with a copy to the Rights Agent) setting forth in the aggregate reasonable detail such objection, together with reasonable supporting documentation (an “Objection Notice”), within thirty (30) days following receipt of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement applicable Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the Company’s determination of Buyer that the Merck non-existence of the Approved Development Agreement or a CVR Payment Event did not occur (a “Notice Transaction, or the calculation of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, as applicable, shall be final and Buyer binding on all parties. If the Holder Representative timely delivers to the Company an Objection Notice, the Company and the Rights Agent Holder Representative shall have no further obligations attempt in good faith to resolve such matters within thirty (30) days after receipt of the same by the Company, and if unable to do so, the Company and the Holder Representative shall resolve any unresolved disputed in accordance with respect to Section 8.11, which decision will be final and binding on the Merck parties, absent manifest error. The Company shall, within ten (10) Business Days following the final determination of the CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate Amount pay such CVR Payment Amount to the Rights Agent or if (for the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date account of the Achievement Certificate or the date Holders) by wire transfer of final determination pursuant immediately available funds to Section 2.4(d) above, such account as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to may be delivered to designated by the Rights Agent, who and deliver a letter of instruction and other relevant information reasonably required by the Rights Agent. The Rights Agent will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share in accordance with the letter of instruction from the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) Company by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date. Each Holder shall be entitled to receive its pro rata share of such CVR Payment Amount, oras applicable, based on the number of CVRs held by such Holder as reflected on the CVR Register on the date of the Reporting Certificate or the date of final determination pursuant to this Agreement, as applicable) provided, that the Company shall be responsible for providing any related calculation to the Rights Agent, and the Rights Agent shall be fully protected and indemnified if it relies upon the calculations and payment instructions from the Company. (iie) If an Objection Notice has not been timely delivered to the Company in response to a Non-Achievement Certificate within the Objection Period, then the Holders will have no right to receive a CVR Payment, and the Company and the Rights Agent will have no further obligations with respect to any Holder that CVR Payment. (f) If the amount of Net Proceeds used to calculate any CVR Payment Amount is due reduced by any Specified Costs and, following payment of such CVR Payment Amount, the Company receives reimbursement for such Specified Costs pursuant to this the Approved Development Agreement in excess or CVR Transaction, as applicable, then an amount equal to 80% of $1,000,000 who has provided such reimbursed Specified Costs shall be added to the Rights Agent with wire transfer instructionsnext CVR Payment Amount to become payable hereunder to the Holders, by wire transfer and if no additional CVR Payment Amount becomes payable, the Company shall pay such portion of immediately available funds the reimbursed Specified Costs to the Holders through a special distribution to be paid within thirty (30) days after receipt of such accountreimbursement. (g) Buyer shall The Company will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck any CVR Payment Amount otherwise or other amount payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, state or local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. The Company will provide written withholding and payment instructions to the Rights Agent from time to time as applicable, and upon request of the Rights Agent, and the Rights Agent shall be fully protected and shall incur no liability in relying on such instructions. The Rights Agent shall have the right to withhold payment to a Holder if such Holder has not provided an IRS Form W-9 or other applicable Tax form to avoid or reduce such withholding amounts. (h) Subject to prior execution and delivery by the Rights Agent Holder Representative of a reasonable and customary confidentiality/nonuse confidentiality and market stand-off agreement, Buyer the Company shall provide the Holder Representative with reasonable access during normal business hours and upon reasonable advance request to the books and records of the Company to the extent necessary to verify (i) whether the Approved Development Agreement was executed and delivered prior to the Target Execution Date, (ii) whether a CVR Transaction occurred prior to the CVR Expiration Date or (iii) the Company’s calculation of the CVR Payment Amount, as applicable; it being understood that the Holder Representative’s rights under this Section 2.4(g) shall terminate upon the later of (i) the CVR Expiration Date or (ii) thirty (30) days after the delivery to the Holder Representative of a Reporting Certificate. (i) The Company will promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject order to prior execution and delivery perform under this Agreement. (j) All funds received by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent under this Agreement that are to be distributed or applied by Rights Agent in the performance of the services to be provided hereunder (the “Funds”) shall forward any information be held by Computershare as agent for the Company and documentation it receives deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company. Until paid pursuant to the Holders who request terms of this Agreement, Computershare will hold the Funds through such informationaccounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), ▇▇▇▇▇’▇ (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). Computershare shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any holder or any other party.

Payment Procedures. (a) Promptly If the Milestone is achieved on or prior to December 31, 2033 (the “Milestone Outside Date”), then as soon as reasonably practicable following the occurrence achievement of the Merck CVR Payment Event, Milestone but in no event later than five Business Days 30 days after the occurrence date on which the Milestone is achieved (the “Milestone Payment Date”), Parent shall deliver to the Rights Agent (i) written notice indicating that the Milestone has been achieved (the “Milestone Notice”) and instructing the Rights Agent to solicit tax forms or other information required to make Tax deductions or withholdings as set forth in Section 2.4(d), (ii) any letter of instruction reasonably required by the Rights Agent and (iii) cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the Milestone Payment Amounts to all Holders pursuant to Section 2.4(b) other than Milestone Payment Amounts with respect to Employee Equity Awards (with respect to which any such amounts payable shall be retained by Parent for payment pursuant to Section 2.4(b)) (the total cash deposited with the Rights Agent, the “Payment Fund”). If the Milestone shall not have been achieved as of the Merck CVR Payment EventMilestone Outside Date, Buyer Parent shall deliver to the Rights Agent a certificate Milestone Non-Achievement Notice within 30 days after the Milestone Outside Date. For the avoidance of doubt: (a) the “Achievement Certificate”Milestone Payment Amount shall only be paid in respect of the Milestone, if at all, one time under this Agreement; and (b) the Milestone Payment Amounts shall not become payable unless the Milestone shall have been achieved on or prior to the Milestone Outside Date. Notwithstanding anything herein to the contrary, the Milestone shall be deemed to be achieved, and the provisions of this Section 2.4 shall apply, if, on or prior to the Milestone Outside Date, Parent, any of its Affiliates or any other Payment Obligor (or a combination of them), certifying that in its discretion, has submitted a marketing authorization application in at least three of the Holders are entitled to receive the Merck CVR Major Countries that, if approved, would grant Parent, such Affiliate or any other applicable Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders Obligor the right to receive market, distribute and sell the Merck CVR Payment AmountProduct in each such country. (b) If the Merck CVR Payment Event has not occurred on or before the Outside DateThe Rights Agent will promptly, then, and in any event within five 10 Business Days after of receipt of the Outside DateMilestone Notice, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder at its registered address a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. the Milestone Notice and pay the Milestone Payment Amount (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying other than Milestone Payment Amounts that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations are payable with respect to the Merck CVR Payment Amount. (fEmployee Equity Awards) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date each of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR the Milestone Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsinstructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. The Rights Agent will promptly, and in any event within 10 Business Days of receipt of a Milestone Non-Achievement Notice, send each Holder at its registered address a copy of such Milestone Non-Achievement Notice. With respect to Milestone Payment Amounts that are payable with respect to Employee Equity Awards, as soon as reasonably practicable after the Milestone Payment Date (but no later than the first payroll date that is not less than 10 days after the Milestone Payment Date), Parent shall, or shall cause the Surviving Corporation (as defined in the Merger Agreement) or an Affiliate of the Surviving Corporation to, pay through the Surviving Corporation’s or the applicable Affiliate’s payroll the aggregate Milestone Payment Amount payable to the applicable holders with respect to such Employee Equity Awards (net of any withholding Taxes required to be deducted and withheld by applicable Tax law in accordance with the Merger Agreement or Section 2.4(d)). Notwithstanding anything in this Agreement to the contrary, and only to the extent necessary to avoid the imposition of additional tax under Section 409A of the Code (as may be determined by the IRS), no Milestone Payment Amounts will be paid more than five years following the Closing; provided, however, that it is the intent of the parties that the Milestone shall be deemed to constitute a substantial risk of forfeiture within the meaning of Section 409A of the Code. (gc) Buyer Except to the extent any portion of the Milestone Payment Amounts are required to be treated as imputed interest pursuant to applicable law, the Holders and the parties hereto agree to treat the CVRs and the Milestone Payment Amounts for all Tax purposes as additional consideration for the Shares pursuant to the Merger Agreement, and none of the Holders and the parties hereto will take any position to the contrary on any Tax Return or for other Tax purposes except as required by applicable law. Parent and the Surviving Corporation shall report imputed interest on the CVRs pursuant to Section 483 of the Code. (d) Each of the Surviving Corporation (and any applicable Affiliate), Parent, Purchaser and Rights Agent shall be entitled to deduct and withhold, or cause to be deducted or withheld, withhold from each Merck CVR Payment Amount otherwise any cash amounts payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold by any applicable Tax law. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than a Holder in such Holder’s capacity as a holder of an Employee Equity Award), Parent shall instruct the making of such payment under the Rights Agent to solicit Internal Revenue CodeService (“IRS”) Form W-9s or W-8s, or any provision other appropriate forms or information, from Holders within a reasonable amount of statetime in order to provide a reasonable opportunity for the Holder to timely provide any necessary Tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding, local or foreign tax lawand the Milestone Payment Amount may be reasonably delayed in order to gather such necessary Tax forms. To the extent that amounts are so withheld or paid over and remitted to or deposited with the relevant governmental entityappropriate Governmental Body, such withheld amounts so remitted shall be treated for all purposes of under this Agreement as having been paid to the Holder in respect of which Person to whom such deduction and withholding was madeamounts would otherwise have been paid. (he) Subject Any portion of any Milestone Payment Amount that remains undistributed to prior execution and delivery a Holder 12 months after the date of the Milestone Payment Date will be delivered by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information Surviving Corporation upon demand by Parent, and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar applicable law) only as general creditors thereof with respect to the Milestone Payment Amount payable hereunder, without any interest thereon. None of Parent, the Surviving Corporation or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward be liable to any information and documentation it receives Holder for any such consideration delivered in respect of a CVR to a public official pursuant to any abandoned property, escheat or other similar applicable law. Any amounts remaining unclaimed by such holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Body shall become, to the Holders who request extent permitted by applicable law, the property of the Surviving Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (f) The Payment Fund shall not be used for any purpose other than the payment of the Milestone Payment Amounts; provided that any interest or income produced by investments with respect to the Payment Fund shall be the property of Parent. The Payment Fund may be invested by the Rights Agent as directed by the Parent; provided that such informationinvestments shall be (i) in obligations of, or guaranteed by, the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing, and, in any such case, no such investment will (x) relieve Parent or the Rights Agent from making the payment required by this Section 2.4 or (y) have maturities that could prevent or delay payments to be made pursuant to this Agreement.

Payment Procedures. (a) Promptly No later than forty-five (45) days following the occurrence end of the Merck each CVR Payment EventPeriod during the CVR Term, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer Insight shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck Statement for such CVR Payment Amount. (b) If Period. Concurrent with the Merck delivery of each CVR Payment Event has not occurred Statement, on or before the Outside Dateterms and conditions of this Agreement, then, within five Business Days after the Outside Date, Buyer Insight shall deliver to pay the Rights Agent a certificate in U.S. dollars an amount equal to one-hundred percent (100%) of the Net Proceeds (if any) (subject to the proviso in the definition of the term “Non-Achievement CertificateCVR Payment”)) for the applicable CVR Payment Period; provided, stating however, that in the event that the Merck aggregate CVR Payment Event did on any CVR Payment Statement shall be less than $1,000,000, no CVR Payment Amount shall be due and instead such CVR Payment shall be added to subsequent CVR Payments until: (i) the aggregate CVR Payment shall be at least $1,000,000 or (ii) final CVR Payment Period. Such amount of Net Proceeds will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent not occur. less than ten (c10) Except as otherwise requested by any HolderBusiness Days prior to the date of the applicable payment. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in no event later than five any event, within ten (10) Business Days after receipt thereofDays) send pay, by check mailed, first-class postage prepaid, to the address each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every CVR Register at such time or by other method of deliver as specified by the applicable Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered in writing to the Rights Agent, who will in turn, on the Merck an amount equal to such Holder’s CVR Payment DateAmount. The Rights Agent shall, distribute the Merck upon any ▇▇▇▇▇▇’s request in writing and as soon as practicable after receipt of a CVR Payment Amount to Statement under this Section 2.4(a), send such Holder at its registered address a copy of such statement. For the Holders (each Holder being entitled to receive its pro rata share avoidance of doubt neither Insight nor the Company shall have any further liability in respect of the Merck relevant CVR Payment Amount based on upon delivery of such CVR Payment in accordance with this Section 2.4(a) and the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address satisfaction of each such respective Holder as reflected of Insight’s obligations set forth in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountSection 2.4(a). (gb) Buyer The Rights Agent shall solicit from each Holder an IRS Form W-9 or applicable IRS Form W-8 at such time or times as is necessary to permit any payment under this Agreement to be made without U.S. federal backup withholding. That notwithstanding, Insight shall be entitled to deduct and withhold and hereby authorizes the Rights Agent to deduct and withhold, any tax or cause similar governmental charge or levy, that is required to be deducted or withheld, withheld under applicable law from each Merck CVR Payment Amount otherwise any amounts payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax lawAgreement (“Withholding Taxes”). To the extent that the amounts are so withheld by Insight or paid over to or deposited with the relevant governmental entityRights Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder person in respect of which whom such deduction and withholding was made. . In the event Insight becomes aware that a payment under this Agreement is subject to Withholding Taxes (h) Subject other than U.S. federal backup withholding), Insight shall use commercially reasonable efforts to prior execution provide written notice to the Rights Agent and delivery the Rights Agent shall use commercially reasonable efforts to provide written notice of such Withholding Taxes to the applicable Holders and a reasonable opportunity for the Holder to provide any necessary Tax forms, including an IRS Form W-9 or appropriate IRS Form W-8, as applicable, in order to reduce such withholding amounts; provided that the time period for payment of a CVR Payment by the Rights Agent set forth in Section 2.4(a) will be extended by a period equal to any delay caused by the Holder providing such forms. For the avoidance of a doubt, in the event that notice has been provided to an applicable Holder pursuant to this Section 2.4(b), no further notice shall be required to be given for any future payments of such Withholding Tax. Insight will use commercially reasonable efforts to provide withholding and customary confidentiality/nonuse agreement, Buyer shall promptly furnish reporting instructions in writing (email being sufficient) to the Rights Agent from time to time as relevant, and upon reasonable request of the Rights Agent. The Rights Agent shall have no responsibilities with respect to tax withholding, reporting or payment except specifically instructed by Insight. (c) Any portion of a CVR Payment that remains undistributed to the Holders six (6) months after the end of an applicable CVR Payment Period (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to Insight or a person nominated in writing by Insight (with written notice thereof from Insight to the Rights Agent), and any Holder will thereafter look only to Insight for payment of such CVR Payment (which shall be without interest). (d) If any CVR Payment (or portion thereof) remains unclaimed by a Holder two (2) years after the end of an applicable CVR Payment Period (or immediately prior to such earlier date on which such CVR Payment would otherwise escheat to or become the property of any Governmental Authority), such CVR Payment (or portion thereof) will, to the extent permitted by applicable Law, become the property of Insight and will be transferred to Insight or a person nominated in writing by Insight (with written notice thereof from Insight to the Rights Agent), free and clear of all information claims or interest of any Person previously entitled thereto, and documentation no consideration or compensation shall be payable therefor. Neither Insight nor the Rights Agent will be liable to any Person in respect of a CVR Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law. In addition to and not in limitation of any other indemnity obligation herein, Insight agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with this Agreement and the Merck CVRs that the Rights Agent transferring such property to Insight, a public office or any Holder or Holders of at least 20% a person nominated in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery writing by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationInsight.

Payment Procedures. (a) Promptly As soon as practicable following the occurrence of the Merck a CVR Payment EventTransaction, but in no event later than five Business Days thirty (30) days after the occurrence end of any calendar quarter in which the Merck Company has received Net Proceeds from any CVR Payment EventTransaction, Buyer shall the Company will deliver to the Holder Representative and the Rights Agent a certificate (the each, a “Achievement Reporting Certificate”), certifying that the Holders are entitled to receive the Merck a CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give and setting forth the Holders Company’s calculation of the right to receive the Merck CVR Payment Amountamount. (b) If no CVR Transaction has been effected prior to the Merck CVR Payment Event has not occurred on or before the Outside Expiration Date, then, within five Business Days as soon as reasonably practicable after the Outside CVR Expiration Date, Buyer shall but in no event later than thirty (30) days after the CVR Expiration Date, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the “Non-Achievement Certificate” and, together with the Reporting Certificate(s), the “Certificates”), stating that no CVR Transaction has been consummated prior to the Merck CVR Payment Event did not occurExpiration Date. (c) Except as otherwise requested If the Holder Representative does not object to any determination or calculation set forth in a Certificate by any Holderdelivery of a written notice thereof to the Company setting forth in reasonable detail such objection, the Rights Agent shall promptly together with reasonable supporting documentation (and in no event later than five Business Days after an “Objection Notice”), within thirty (30) days following receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement applicable Certificate (the “Objection Period”), the Rights Agent Company’s determination of the non-existence of a CVR Transaction, calculation of the CVR Payment amount shall deliver a written notice to Buyer prepared by such be final and binding on all parties. If the Holder or Holders specifying that such Holder or Holders object Representative timely delivers to the determination Company an Objection Notice, the Company and the Holder Representative shall attempt in good faith to resolve such matters within thirty (30) days after receipt of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) same by the Company, and stating if unable to do so, the reason upon which such Company and the Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection Representative shall be resolved resolve any unresolved disputed in accordance with the procedure set forth in Section 7.128.11, which decision shall will be final and binding on the parties hereto and every Holder parties, absent manifest error. The Company shall, within ten (including 10) Business Days following the Holders not participating therein). (e) If a Notice final determination of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amountamount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck pay such CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate amount to the Rights Agent (for the account of the Holders) by wire transfer of immediately available funds to such account as may be designated by the Rights Agent or if make arrangements to transfer any securities distributable to the Merck Holders representing such CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) aboveamount, as applicable. At least five Business Days before such Merck The Rights Agent will distribute or direct transfer of securities representing the CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck such CVR Payment Amount amount, based on the number of Merck CVRs held (by such Holder as of reflected on the CVR Register on the date of the Achievement Reporting Certificate or the date of final determination pursuant to Section 2.4(d) abovethis Agreement, as applicable), (A) by such Holder as reflected on the Merck CVR Register) if in cash (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsinstructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account, or (B) if in securities, cause to be deposited with the Rights Agent, for the benefit of Holders, uncertificated book-entries representing such aggregate CVR Payment amount, and, the Rights Agent shall be authorized to direct transfer of the shares to the Holders (each Holder being entitled to receive its pro rata share of such CVR Payment amount, based on the number of CVRs held by such Holder as reflected on the CVR Register on the date of the Reporting Certificate or the date of final determination pursuant to this Agreement, as applicable). (gd) Buyer shall If an Objection Notice has not been timely delivered to the Company in response to a Non-Achievement Certificate within the Objection Period, then the Holders will have no right to receive a CVR Payment, and the Company and the Rights Agent will have no further obligations with respect to any CVR Payment. (e) The Company will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck any CVR Payment Amount otherwise amount or other amount payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, state or local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (hf) Subject to prior execution and delivery by the Rights Agent Holder Representative of a reasonable and customary confidentiality/nonuse confidentiality and market stand-off agreement, Buyer the Company shall provide the Holder Representative with reasonable access during normal business hours and upon reasonable advance request to the books and records of the Company to the extent necessary to verify whether a CVR Transaction occurred prior to the CVR Expiration Date or the Company’s calculation of the CVR Payment amount; it being understood that the Holder Representative’s rights under this Section 2.4(f) shall terminate upon the later of (i) the CVR Expiration Date or (ii) thirty (30) days after the delivery to the Holder Representative of a Reporting Certificate. (g) The Company will promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in order to perform under this Agreement. (h) The Company acknowledges that the bank accounts maintained by the Rights Agent in connection with the determination of whether services provided under this Agreement will be in the Merck CVR Payment Event has occurred. Subject to prior execution Rights Agent’s name and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, that the Rights Agent shall forward any information may receive investment earnings in connection with the investment at the Rights Agent’s risk and documentation it receives for its benefit of funds held in those accounts from time to the Holders who request such informationtime.

Payment Procedures. (a) Promptly following the occurrence of a Legacy Transaction as to which the Merck Holders are entitled to receive a CVR Payment EventAmount, but in no event later than five Business Days thirty (30) days after the occurrence of such a Legacy Transaction, and within thirty (30) days after the Merck CVR Payment Eventend of any calendar quarter in which the Company has received Net Proceeds, Buyer shall the Company will deliver to the Holder Representative and the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive a CVR Payment Amount (and setting forth the Merck calculation of the CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount). (b) If the Merck CVR Payment Event no Legacy Transaction has not occurred been entered into and no Net Proceeds have been received on or before the Outside Date, then, within five Business Days as soon as reasonably practicable after the Outside Date, Buyer shall but in no event later than thirty (30) days after the Outside Date, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that no Legacy Transaction has been entered into and no Net Proceeds have been received prior to the Merck CVR Payment Event did not occurOutside Date. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly Within thirty (and in no event later than five Business Days after receipt thereof30) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall Holder Representative may deliver a written notice to Buyer prepared by such Holder or Holders the Company specifying that such the Holder or Holders object Representative objects to the determination of Buyer that the Merck CVR Payment Event did not occur Company set forth in the Non-Achievement Certificate (a “Notice of Objection”) and stating the reason upon which such the Holder or Holders have Representative has determined that the Merck CVR Payment Event a Legacy Transaction has occurred been entered into or that Net Proceeds have been received on or before the Outside Date. Any dispute arising from a Notice of Objection shall will be resolved in accordance with the procedure set forth in Section 7.128.10, which decision shall will be binding on the parties hereto and every Holder (including the Holders not participating therein)Holder. (ed) If a Notice of Objection has not been delivered to Buyer the Company within the Objection Period, then the Holders shall will have no right to receive the Merck CVR Payment Amount, and Buyer the Company and the Rights Agent shall will have no further obligations with respect to the Merck CVR Payment Amount. (fe) If Buyer the Company delivers an Achievement Certificate to the Holder Representative and the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d2.4(c) above, Buyer shall the Company will establish a Merck CVR Payment Date that is within 15 calendar the earlier of (i) thirty (30) days after the date end of the Company’s fiscal quarter during which the Achievement Certificate is delivered or (ii) thirty (30) days after the date of final determination pursuant to Section 2.4(d2.4(c) above, as applicable. At least five (5) Business Days before such Merck CVR Payment Date, Buyer shall the Company will cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will and in turn, on the Merck CVR Payment Date, the Rights Agent will distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d2.4(c) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close Close of business Business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsinstructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. (gf) Buyer shall The Company will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, state or local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (hg) Subject to prior execution and delivery by the Rights Agent Holder Representative of a reasonable and customary confidentiality/nonuse confidentiality and market stand-off agreement, Buyer shall the Company will promptly furnish to the Holder Representative all information and documentation in connection with this Agreement and the CVRs that the Holder Representative may reasonably request in connection with the determination of whether a Legacy Transaction has occurred. The Company will promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in order to perform under this Agreement. (h) The Company acknowledges that the bank accounts maintained by the Rights Agent in connection with the determination of whether services provided under this Agreement will be in the Merck CVR Payment Event has occurred. Subject to prior execution Rights Agent’s name and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, that the Rights Agent shall forward any information may receive investment earnings in connection with the investment at the Rights Agent’s risk and documentation it receives for its benefit of funds held in those accounts from time to the Holders who request such informationtime.

Payment Procedures. (a) Promptly As soon as practicable following the occurrence of the Merck a CVR Payment EventTransaction, but in no event later than five Business Days thirty (30) days after the occurrence closing of such CVR Transaction, and within thirty (30) days after the Merck end of any calendar quarter in which the Company has received Net Proceeds from any CVR Payment EventTransaction, Buyer shall the Company will deliver to the Holder Representative and the Rights Agent a certificate (the each, a “Achievement Reporting Certificate”), certifying that the Holders are entitled to receive a CVR Payment and setting forth the Merck Company’s calculation of the CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give , which may be either the Holders the right to receive the Merck Initial CVR Payment Amount or a CVR Payment Adjustment Amount. (b) If no CVR Transaction has been effected prior to the Merck CVR Payment Event has not occurred on or before the Outside Expiration Date, then, within five Business Days as soon as reasonably practicable after the Outside CVR Expiration Date, Buyer shall but in no event later than thirty (30) days after the CVR Expiration Date, the Company will deliver to the Holder Representative and the Rights Agent a certificate (the “Non-Achievement Certificate” and, together with the Reporting Certificate(s), the “Certificates”), stating that no CVR Transaction has been consummated prior to the Merck CVR Payment Event did not occurExpiration Date. (c) Except as otherwise requested If the Holder Representative does not object to any determination or calculation set forth in a Certificate by any Holderdelivery of a written notice thereof to the Company setting forth in reasonable detail such objection, the Rights Agent shall promptly together with reasonable supporting documentation (and in no event later than five Business Days after an “Objection Notice”), within thirty (30) days following receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement applicable Certificate (the “Objection Period”), the Rights Agent Company’s determination of the non-existence of a CVR Transaction, calculation of the CVR Payment Amount shall deliver a written notice to Buyer prepared by such be final and binding on all parties. If the Holder or Holders specifying that such Holder or Holders object Representative timely delivers to the determination Company an Objection Notice, the Company and the Holder Representative shall attempt in good faith to resolve such matters within thirty (30) days after receipt of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) same by the Company, and stating if unable to do so, the reason upon which such Company and the Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection Representative shall be resolved resolve any unresolved disputed in accordance with the procedure set forth in Section 7.128.11, which decision shall will be final and binding on the parties hereto and every Holder parties, absent manifest error. The Company shall, within ten (including 10) Business Days following the Holders not participating therein). (e) If a Notice final determination of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck pay such CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate Amount to the Rights Agent (for the account of the Holders) by wire transfer of immediately available funds to such account as may be designated by the Rights Agent or if make arrangements to transfer any securities distributable to the Merck Holders representing such CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) aboveAmount, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause The Rights Agent will distribute or direct transfer of securities representing the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck such CVR Payment Amount Amount, based on the number of Merck CVRs held (by such Holder as of reflected on the CVR Register on the date of the Achievement Reporting Certificate or the date of final determination pursuant to Section 2.4(d) abovethis Agreement, as applicable), (A) by such Holder as reflected on the Merck CVR Register) if in cash (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsinstructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account, or (B) if in securities, cause to be deposited with the Rights Agent, for the benefit of Holders, uncertificated book-entries representing such aggregate CVR Payment Amount, and, the Rights Agent shall be authorized to direct transfer of the shares to the Holders (each Holder being entitled to receive its pro rata share of such CVR Payment Amount, based on the number of CVRs held by such Holder as reflected on the CVR Register on the date of the Reporting Certificate or the date of final determination pursuant to this Agreement, as applicable). (gd) Buyer shall If an Objection Notice has not been timely delivered to the Company in response to a Non-Achievement Certificate within the Objection Period, then the Holders will have no right to receive a CVR Payment, and the Company and the Rights Agent will have no further obligations with respect to any CVR Payment. (e) The Company will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck any CVR Payment Amount otherwise or other amount payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, state or local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (hf) Subject to prior execution and delivery by the Rights Agent Holder Representative of a reasonable and customary confidentiality/nonuse confidentiality and market stand-off agreement, Buyer the Company shall provide the Holder Representative with reasonable access during normal business hours and upon reasonable advance request to the books and records of the Company to the extent necessary to verify whether a CVR Transaction occurred prior to the CVR Expiration Date or the Company’s calculation of the CVR Payment Amount; it being understood that the Holder Representative’s rights under this Section 2.4(f) shall terminate upon the later of (i) the CVR Expiration Date or (ii) thirty (30) days after the delivery to the Holder Representative of a Reporting Certificate. (g) The Company will promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in order to perform under this Agreement. (h) The Company acknowledges that the bank accounts maintained by the Rights Agent in connection with the determination of whether services provided under this Agreement will be in the Merck CVR Payment Event has occurred. Subject to prior execution Rights Agent’s name and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, that the Rights Agent shall forward any information may receive investment earnings in connection with the investment at the Rights Agent’s risk and documentation it receives for its benefit of funds held in those accounts from time to the Holders who request such informationtime.

Payment Procedures. (a) Promptly following If Milestone One is achieved at any time prior to the occurrence expiration of the Merck CVR Payment EventMilestone One Period, but in no event later than five then, at least ten (10) Business Days after prior to the occurrence of the Merck CVR Milestone One Payment EventDate, Buyer shall Parent will deliver or cause to be delivered to the Rights Agent a certificate written notice (the “Milestone One Achievement CertificateNotice”), ) certifying the date of the satisfaction of Milestone One and that the Holders are each Holder is entitled to receive the Merck CVR applicable Milestone Payment AmountAmount applicable to such Holder as a one-time cash payment. No transaction described in Section 6.1(a) hereof shall give Following the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate delivery of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Milestone One Achievement Certificate (the “Objection Period”)Notice, the Rights Agent shall Parent will deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent: (i) instructions to solicit Tax forms or other information required to properly make Tax deductions or withholdings in accordance with Section 2.4(e), who will in turn, on (ii) any letter of instruction reasonably required by the Merck CVR Rights Agent and requested by the Rights Agent at least five (5) Business Days prior to the Milestone One Payment Date, distribute the Merck CVR Payment Amount and (iii) at least one (1) Business Day prior to the Milestone One Payment Date, cash, by wire transfer of immediately available funds to an account designated by the Rights Agent, in an amount equal to the aggregate applicable Milestone Payment Amounts due to all Holders pursuant to Section 4.2 other than Equity Award Holders (each Holder being entitled with respect to receive its pro rata share which any such amounts payable to Equity Award Holders shall be retained by Parent for payment pursuant to Section 2.4(d)). For the avoidance of doubt, (A) the Milestone One Payment shall only be paid once, if at all, subject to the achievement of Milestone One in accordance with this Agreement and (B) the Milestone One Payment shall not become payable unless Milestone One has been achieved prior to the expiration of the Merck CVR Milestone One Period. (b) If Milestone Two is achieved at any time prior to the expiration of the Milestone Two Period, then, at least ten (10) Business Days prior to the Milestone Two Payment Amount based on Date, Parent will deliver or cause to be delivered to the number of Merck CVRs held Rights Agent a written notice (as of the “Milestone Two Achievement Notice”) certifying the date of the satisfaction of Milestone Two and that each Holder is entitled to receive the applicable Milestone Payment Amount applicable to such Holder as a one-time cash payment. Following the delivery of the Milestone Two Achievement Certificate Notice, Parent will deliver or cause to be delivered to the date Rights Agent: (i) instructions to solicit Tax forms or other information required to properly make Tax deductions or withholdings in accordance with Section 2.4(e), (ii) any letter of final determination instruction reasonably required by the Rights Agent and requested by the Rights Agent at least five (5) Business Days prior to the Milestone Two Payment Date, and (iii) at least one (1) Business Day prior to the Milestone Two Payment Date, cash, by wire transfer of immediately available funds to an account designated by the Rights Agent, in an amount equal to the aggregate applicable Milestone Payment Amounts due to all Holders pursuant to Section 4.2 other than Equity Award Holders (with respect to which any such amounts payable to Equity Award Holders shall be retained by Parent for payment pursuant to Section 2.4(d)). For the avoidance of doubt, (A) abovethe Milestone Two Payment shall only be paid once, as applicableif at all, subject to the achievement of Milestone Two in accordance with this Agreement and (B) the Milestone Two Payment shall not become payable unless Milestone Two has been achieved prior to the expiration of the Milestone Two Period. (c) The Rights Agent will promptly, and in any event within five (5) Business Days of receipt of the applicable Milestone Achievement Notice and any letter of instruction reasonably required by such the Rights Agent, send each Holder as reflected on at its registered address a copy of the Merck CVR Register) applicable Milestone Achievement Notice and pay the applicable Milestone Payment Amount, subject to any amounts deducted or withheld pursuant to Section 2.4(e), to each Holder that is not an Equity Award Holder (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, date of the applicable Milestone Achievement Notice or (ii) with respect to any such Holder that is due payment pursuant to this Agreement an aggregate amount in excess of $1,000,000 who 100,000 and has provided the Rights Agent with wire transfer wiring instructions, by wire transfer of immediately available funds to the account designated in such accountinstruction; provided, that any such wire instructions shall include an acknowledgment by the Holder that a wire fee of $50 will be subtracted from the amount paid to such Holder. (gi) Buyer Except as otherwise provided in Section 2.4(d)(ii), with respect to a Milestone Payment Amount that is payable to an Equity Award Holder related to CVRs issued in respect of Company Equity Awards, Parent shall, or shall cause the Surviving Corporation or an Affiliate thereof to, pay, on the Surviving Corporation’s or an Affiliate’s next regularly scheduled payroll date following the applicable Milestone Payment Date (but in no event later than ten (10) Business Days after the applicable Milestone Payment Date), the aggregate applicable Milestone Payment Amount (less applicable withholding Taxes pursuant to Section 2.4(e)) due to each Equity Award Holder (whether or not employed by Parent or any of its Affiliates as of such Milestone Payment Date). (ii) Notwithstanding any provision of this Agreement to the contrary, if a Milestone Payment Amount is payable to an Equity Award Holder with respect to a corresponding Converted Stock Option, Converted RSU or Converted PSU which remains unvested on an applicable Milestone Payment Date, the applicable Milestone Payment shall not be paid on such Milestone Payment Date, but instead the aggregate applicable Milestone Payment Amount (less applicable withholding Taxes pursuant to Section 2.4(e)) shall be payable on the Surviving Corporation’s or an Affiliate’s next regularly scheduled payroll date following the date on which such Converted Stock Option, Converted RSU or Converted PSU vests in accordance with its terms as provided for in the Merger Agreement (but in no event later than ten (10) Business Days after the applicable vesting date and regardless of whether such Equity Award Holder is employed by Parent or any of its Affiliates as of such time). For the avoidance of doubt, in no event shall a Milestone Payment with respect to a Converted Stock Option, Converted RSU or Converted PSU be made to an Equity Award Holder unless and until the corresponding Converted Stock Option, Converted RSU or Converted PSU has vested in accordance with its terms as provided for in the Merger Agreement. (iii) If any such payment in accordance with this Section 2.4(d) cannot be made through the applicable payroll system or payroll provider or by the Paying Agent, then the Surviving Corporation will issue a check for such payment to such Equity Award Holder (less applicable withholding Taxes pursuant to Section 2.4(e)), which check will be sent by overnight courier to the most recent address on the Surviving Corporation’s personnel records for such Equity Award Holder as soon as reasonably practicable following the applicable payment date determined in accordance with Section 2.4(d)(i) and Section 2.4(d)(ii). (iv) For the avoidance of doubt, in the event an Equity Award Holder also received CVRs in respect of Common Shares held immediately prior to the Acceptance Time or Effective Time (as applicable), such CVRs in respect of Common Shares are not subject to the provisions of this Agreement relating to CVRs issued in respect of the Company Equity Awards. (e) Each of the Rights Agent, Parent, the Surviving Corporation and their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted or withheld, withhold from each Merck CVR Payment Amount otherwise any cash amounts payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold by any applicable Tax Laws; provided, that with respect to Equity Award Holders, any such withholding may be made, or caused to be made, by Parent through the Surviving Corporation’s or its Affiliates’ payroll system or any successor payroll system. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than an Equity Award Holder, in its capacity as such), the applicable withholding agent shall, to the extent practicable, timely provide notice to the Holder of such payment under potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary tax forms (Internal Revenue CodeService (“IRS”) Form W-9s or IRS Form W-8s) or other information in order to avoid or reduce such withholding amounts if such forms or information were not solicited pursuant to Section 2.4(a); provided, however, that the time period for payment of a Milestone Payment by the Rights Agent set forth in this Section 2.4 shall be extended by a period equal to any delay caused by the Holder providing such forms. Any amounts deducted or any provision of state, local or foreign tax law. To withheld and timely remitted to the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts appropriate Governmental Authority shall be treated for all purposes of under this Agreement and the Merger Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall deliver (or shall cause the Rights Agent, Surviving Corporation or its applicable Affiliate to deliver) to the Person with respect to whom such withholding is made an IRS Form 1099 or other reasonably acceptable evidence of such deduction or withholding. (f) Any portion of the aggregate applicable Milestone Payment Amount that remains undistributed to the Holders on the date that is twelve (12) months after the date of the applicable Milestone Achievement Notice shall be delivered by the Rights Agent to Parent and any Holder shall thereafter look only to Parent for payment of such Holder’s Milestone Payment Amount, without interest, but such Holder shall have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Laws. (g) None of Parent, the Rights Agent or any of their respective Affiliates shall be liable to any Person in respect of the Milestone Payment Amounts delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If, despite Parent’s and/or the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid prior to the date on which such deduction Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Authority, any such Milestone Payment Amount shall, to the extent permitted by applicable Laws, immediately prior to such time become the property of Parent, free and withholding was madeclear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (h) Subject Except to prior execution and delivery by the Rights Agent extent any portion of a reasonable and customary confidentiality/nonuse agreementMilestone Payment Amount is required to be treated as imputed interest pursuant to applicable Laws, Buyer shall promptly furnish the Parties hereto intend to treat Milestone Payment Amounts made with respect to CVRs issued in exchange for Common Shares pursuant to the Rights Agent Merger Agreement for U.S. federal and applicable state and local income Tax purposes as additional consideration. Parent and the Surviving Corporation shall report imputed interest on the CVRs as required by applicable Laws. (i) The Parties intend, to the extent consistent with applicable Laws, to treat the payments from the CVRs received with respect to the Company Equity Awards for all information U.S. federal and documentation applicable state and local income Tax purposes as compensation payments (and not to treat the issuance of the CVR to the Equity Award Holder as a payment itself). For the avoidance of doubt, each Milestone Payment Amount payable to an Equity Award Holder is intended to constitute transaction-based compensation for purposes of Treasury Regulation § 1.409A–3(i)(5)(iv) or shall otherwise be paid in connection compliance with or under an alternative exemption from Section 409A of the Code. Without limiting the foregoing, the parties intend that each CVR issued on an Equity Award Holder is exempt from or in compliance with Section 409A of the Code, and this Agreement shall be interpreted and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% administered in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationaccordance therewith.

Payment Procedures. (a) Promptly following Borrower agrees and acknowledges that Borrower will, immediately upon an Event of Default or an Other RF Event of Default (i) re-register any securities (other than the occurrence Certificate) delivered as Collateral hereunder into Lender's name and (ii) subject to Section 3.7 of the Merck CVR Payment EventTrust Agreement, but upon the request of Lender, re-register the Certificate in no event later than five Business Days after the occurrence name of the Merck CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment AmountBankruptcy Remote Entity designated by Lender. (b) If On or prior to the Merck CVR Payment Event has not occurred on or before the Outside Closing Date, thenBorrower will provide Trust Collateral Agent under the Sale and Servicing Agreement with a notice providing for, within five Business Days after among other things, all remittances on the Outside Date, Buyer shall deliver Certificate to be paid to Lender to the Rights full extent of Borrower's Obligations to Lender hereunder and Borrower's Other RF Obligations to Lender under the Other Residual Financing Agreements, which notice to Trust Collateral Agent a certificate will be irrevocable for so long as any of the Obligations or Other RF Obligations remain outstanding (unless otherwise consented to in writing by Lender). All amounts received in respect of the “Non-Achievement Certificate”), stating that Certificate or other Collateral will be applied first to satisfy the Merck CVR Payment Event did not occurObligations and then to satisfy the Other RF Obligations. Any amounts received by Lender in excess of the Obligations and Other RF Obligations due and owing to Lender shall be remitted by Lender to Borrower. (c) Except as otherwise requested by All payments to Lender hereunder or under the Promissory Note shall be made in immediately available funds, and free and clear of and without deduction for any Holdertaxes, the Rights Agent shall promptly (and in no event levies, duties, charges, counterclaims, set-offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than five the due date for such payment through the Federal Reserve Fedwire System for credit to the account of Lender (Account No. 140095961 at Chase Manhattan Bank, ABA No. 021000021, or such other account or accounts as Lender shall specify ▇▇ ▇▇▇▇▇wer in writing no later than one Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered addressDay prior to the related due date). (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection payments made hereunder shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto applied first against costs and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable expenses due hereunder pursuant to Section 2.4(d) above9.1; then against default interest, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after if any; then against interest due on the date Loans; and thereafter against the unpaid principal of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountLoans. (g) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly following At any time after any Recoveries have been deposited into the occurrence Escrow Account and prior to the Claims End Date (provided that at such time there are no accrued and unpaid Escrow Expenses), the Committee may direct the Paying Agent to make an interim Escrow Payout by delivering to the Paying Agent a notice (an “Interim Notice”) that (i) indicates the aggregate amount of such interim Escrow Payout and (ii) establishes a payment date (an “Interim Payment Date”) with respect to such Escrow Payout (which shall be no later than three Business Days after the Merck CVR Payment Event, but in no event issuance of such Interim Notice). (b) No later than five Business Days after the occurrence of date that the Merck CVR Payment EventCommittee finally determines that all Escrow Expenses have been paid and no Claims should continue to be Pursued (such date, Buyer the “Claims End Date”), the Committee shall deliver direct the Paying Agent to make the final Escrow Payout by delivering to the Rights Paying Agent a certificate notice (the “Achievement CertificateFinal Notice”), certifying ) that (A) describes the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver final determination with respect to the Rights Agent a certificate Claims, (B) indicates the aggregate amount of the final Escrow Payout and (C) establishes the payment date (the “Non-Achievement CertificateFinal Payment Date”), stating that ) with respect to the Merck CVR Payment Event did not occur. final Escrow Payout (c) Except as otherwise requested by any Holder, the Rights Agent which shall promptly (and in be no event later than five Business Days after receipt thereof) send each Holder a copy the issuance of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating thereinFinal Notice). (ec) If a Notice of Objection has not been delivered to Buyer within On the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR applicable Payment Date, Buyer the Paying Agent shall cause pay the Merck CVR Payment Holder Payout Amount to be delivered each Holder by (i) check mailed to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share address of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR CCCP Register as of the close of business on the last Business Day before prior to such Merck CVR Payment Date, or, Date or (ii) with respect to any if such Holder that is due payment pursuant to this Agreement a Holder Payout Amount in excess of $1,000,000 who and has provided the Rights Paying Agent with wire transfer instructionsinstructions in writing, by wire transfer of immediately available funds to the account specified in such account. instructions. In addition, the Paying Agent shall mail with (gor, in the case of payments made to Holders who have provided the Company with wire instructions, at the same time as) Buyer shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer or the payment a copy of the applicable subsidiary of Buyer is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was madeNotice. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such information.

Payment Procedures. (a) Promptly On or before the fifth Business Day following the occurrence of the Merck CVR (i) any EMA Payment EventTrigger Date and (ii) July 1, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event2019, Buyer shall Parent will deliver to the Rights Agent a certificate notice (the “Achievement CertificateEMA Approval Payment Notice”)) indicating whether EMA Approval was achieved, certifying that the Holders are entitled to receive the Merck CVR Payment Amountand if achieved, whether EMA Preferred Product Label Approval was achieved. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on On or before the Outside Datefifth Business Day following (i) any FDA Payment Trigger Date and (ii) July 1, then2019, within five Business Days after the Outside Date, Buyer shall Parent will deliver to the Rights Agent a certificate notice (the “Non-Achievement CertificateFDA Approval Payment Notice”) indicating whether FDA Product Approval was achieved, and if achieved, whether FDA Preferred Product Label Approval was achieved. On or before the fifth Business Day following (i) any Sales Milestone Trigger Date and (ii) July 1, 2024, unless prior to such date one or more Regulatory Approval Payment Notices was delivered to the Rights Agent indicating both FDA Preferred Product Label Approval and EMA Preferred Product Label Approval had been achieved, Parent will deliver to the Rights Agent a notice (the “Milestone Notice”) indicating whether a Sales Milestone was achieved. (b) The Rights Agent will, within ten Business Days of receipt of any Regulatory Approval Payment Notice (each such date, a “Regulatory Approval Payment Date”), stating that send each Holder at its registered address a copy of the Merck CVR Regulatory Approval Payment Event did not occur. (c) Except as otherwise requested by any HolderNotice. If a Regulatory Approval Payment Amount is payable to the Holders, then at the time the Rights Agent sends a copy of a Regulatory Approval Payment Notice to the Holders, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in will also pay the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR applicable Regulatory Approval Payment Amount, as calculated by Parent and Buyer and the Rights Agent shall have no further obligations with respect communicated to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to each of the Holders (the amount to which each Holder being is entitled to receive its pro rata share of will be the Merck CVR applicable Regulatory Approval Payment Amount based on multiplied by the number of Merck CVRs CPRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR CPR Register) (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR CPR Register as of the close of business on the last Business Day before prior to such Merck CVR Regulatory Approval Payment Date. (c) The Rights Agent will, orwithin ten Business Days of receipt of any Milestone Notice, (ii) with respect send each Holder at its registered address a copy of the Milestone Notice. If a Milestone Payment Amount is payable to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Holders, then at the time the Rights Agent with wire transfer instructionssends a copy of a Milestone Notice to the Holders, the Rights Agent will also pay the applicable Milestone Payment Amount, as calculated by wire transfer Parent and communicated to Rights Agent, to each of immediately available funds the Holders (the amount to which each Holder is entitled to receive will be the applicable Milestone Payment Amount multiplied by the number of CPRs held by such Holder as reflected on the CPR Register) by check mailed to the address of each Holder as reflected in the CPR Register as of the close of business on the last Business Day prior to such accountMilestone Payment Date. (gd) Buyer Parent shall be entitled to deduct and or withhold, or cause the Rights Agent to be deducted deduct or withheldwithhold, from each Merck CVR any Payment Amount otherwise payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer is may be required to deduct and withhold with respect to the making of such payment be deducted or withheld therefrom under the Internal Revenue Code, the Treasury Regulations thereunder, or any provision of stateother applicable Tax Law, local as may be determined by Parent or foreign tax lawthe Rights Agent. To the extent that such amounts are so withheld deducted or paid over to or deposited with the relevant governmental entitywithheld, such withheld amounts shall be treated for all purposes of under this Agreement as having been paid to the Holder in respect person to whom such amounts would otherwise have been paid, and as soon as practicable after any payment of which such deduction and withholding was madetaxes by Parent or the Rights Agent, Parent shall deliver (or shall cause the Rights Agent to deliver) to the person to whom such amounts would otherwise have been paid the original or a certified copy of a receipt issued by the applicable taxing authority evidencing such payment, a copy of the return reporting such payment, or other reasonably acceptable evidence of such payment. (he) Subject Any portion of any Payment Amount that remains undistributed to prior execution and delivery the Holders six (6) months after an applicable Payment Date will be delivered by the Rights Agent to Parent, upon demand, and any Holder will thereafter look only to Parent for payment of a reasonable and customary confidentiality/nonuse agreementsuch Payment Amount, Buyer shall promptly furnish without interest, but such Holder will have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable law. (f) Neither Parent nor the Rights Agent will be liable to any person in respect of any Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Payment Amount has not been paid immediately prior to the date on which such Payment Amount would otherwise escheat to or become the property of any Governmental Entity, any such Payment Amount will, to the extent permitted by applicable law, become the property of Parent, free and clear of all information claims or interest of any person previously entitled thereto. In addition to and documentation not in limitation of any other indemnity obligation herein, Parent agrees to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject transferring such property to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationParent.

Payment Procedures. (a) Promptly following If the occurrence Milestone occurs at any time prior to the expiration of the Merck CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive the Merck CVR Payment Amount. No transaction described in Section 6.1(a) hereof shall give the Holders the right to receive the Merck CVR Payment Amount. (b) If the Merck CVR Payment Event has not occurred on or before the Outside DateMilestone Period, then, within five at least ten (10) Business Days after the Outside Date, Buyer shall deliver prior to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (the “Objection Period”), the Rights Agent shall deliver a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer delivers an Achievement Certificate to the Rights Agent or if the Merck CVR Payment Amount is determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish a Merck CVR Payment Date that is within 15 calendar days after the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Milestone Payment Date, Buyer shall Parent will deliver or cause the Merck CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on Agent a written notice (the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of “Milestone Achievement Notice”) certifying the date of the satisfaction of the Milestone and that each Holder is entitled to receive the Milestone Payment Amount applicable to such Holder. Following the delivery of the Milestone Achievement Certificate Notice, Parent will deliver or cause to be delivered to the date Rights Agent (i) instructions to solicit Tax forms or other information required to properly make Tax deductions or withholdings in accordance with Section 2.4(d), (ii) any letter of final determination instruction reasonably required by the Rights Agent and requested by the Rights Agent at least five (5) Business Days prior to the Milestone Payment Date and (iii) at least one (1) Business Day prior to the Milestone Payment Date, cash, by wire transfer of immediately available funds to an account designated by the Rights Agent, in an amount equal to the aggregate Milestone Payment Amount due to all Holders with respect to such Milestone pursuant to Section 4.2 other than Equity Award Holders (with respect to which any such amounts payable to Equity Award Holders shall be retained by Parent for payment pursuant to Section 2.4(c)). For the avoidance of doubt, (A) the Milestone Payment Amount shall only be paid once, if at all, subject to the achievement of the Milestone in accordance with this Agreement and (B) the Milestone Payment Amount shall not become payable unless the Milestone has been achieved prior to the expiration of the Milestone Period. (b) The Rights Agent will promptly, and in any event within five (5) Business Days of receipt of the Milestone Achievement Notice and any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of such Milestone Achievement Notice and pay the Milestone Payment Amount, subject to any amounts deducted or withheld pursuant to Section 2.4(d) above), as applicable) by such to each Holder as reflected on the Merck CVR Register) that is not an Equity Award Holder (i) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment Date, or, date of the Milestone Achievement Notice or (ii) with respect to any such Holder that is due payment pursuant to this Agreement an aggregate amount in excess of $1,000,000 who 100,000 and has provided the Rights Agent with wire transfer wiring instructions, by wire transfer of immediately available funds to the account designated in such accountinstruction. (gi) Buyer With respect to any Milestone Payment Amount that is payable to an Equity Award Holder in respect of such holder’s Company Equity Awards, Parent shall, or shall cause the Surviving Corporation or an Affiliate thereof to, pay, no later than the next regularly scheduled payroll date that is not less than thirty (30) Business Days following the Milestone Payment Date, the aggregate Milestone Payment Amount due to such Equity Award Holder in respect of such holder’s Company Equity Awards (net of any withholding Taxes required to be deducted and withheld in accordance with Section 2.4(d)). Notwithstanding anything in this Agreement to the contrary, it is the intent of Parent and the Company that the Milestone shall be deemed to constitute a substantial risk of forfeiture within the meaning of Section 409A of the Code and that any Milestone Payment Amounts payable in respect of Company Equity Awards be exempt from Section 409A of the Code and in all events be paid no later than seventy-five (75) days following the date on which the Milestone is achieved. For purposes of Section 409A of the Code, each Milestone Payment Amount in respect of a Company Equity Award shall be treated as a separate payment. (ii) Payment in accordance with this Section 2.4(c) shall be made through the applicable payroll system or payroll provider or, if payment cannot be made through payroll, then the Surviving Corporation will issue a check for such payment to such Equity Award Holder (less applicable withholding Taxes, if any), which check will be sent by overnight courier to the most recent address on the Surviving Corporation’s personnel records for such Equity Award Holder as soon as reasonably practicable following the Milestone Payment Date. (iii) For the avoidance of doubt, in the event an Equity Award Holder also received CVRs in respect of Shares or Company Warrants held immediately prior to the Effective Time, such CVRs in respect of such Shares or Company Warrants are not subject to the provisions of this Agreement relating to CVRs issued in respect of Company Equity Awards. (d) Each of the Rights Agent, Parent, the Surviving Corporation and their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted or withheld, withhold from each Merck CVR Payment Amount otherwise any amounts payable pursuant to this Agreement, Agreement such amounts as Buyer or the applicable subsidiary of Buyer it is required to deduct and withhold by any applicable Tax Legal Requirement. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than an Equity Award Holder, in its capacity as such), the making applicable withholding agent shall, to the extent practicable, timely provide notice to the Holder of such potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary tax forms or other information in order to avoid or reduce such withholding amounts if such forms or information were not solicited pursuant to Section 2.4(a)(i); provided, however, that the time period for payment under of a Milestone Payment by the Internal Revenue Code, Rights Agent set forth in this Section 2.4 shall be extended by a period equal to any delay caused by the Holder providing such forms. Any amounts deducted or any provision of state, local or foreign tax law. To withheld and remitted to the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts appropriate Governmental Body shall be treated for all purposes of under this Agreement and the Merger Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall deliver (or shall cause the Rights Agent, Surviving Corporation or its applicable Affiliate to deliver) to the Person with respect to whom such withholding is made an IRS Form 1099 or other reasonably acceptable evidence of such deduction or withholding. (e) Any portion of the aggregate Milestone Payment Amounts that remain undistributed to the Holders on the date that is twelve (12) months after the date of the Milestone Achievement Notice shall be delivered by the Rights Agent to Parent and any Holder shall thereafter look only to Parent for payment of such Holder’s applicable Milestone Payment Amount, without interest, but such Holder shall have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Legal Requirements. (f) None of Parent, the Rights Agent or any of their respective Affiliates shall be liable to any person in respect of any Milestone Payment Amounts delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Legal Requirement. If such Milestone Payment Amount has not been paid prior to the date on which such deduction Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Body, any such Milestone Payment Amount shall, to the extent permitted by applicable Legal Requirements, immediately prior to such time become the property of Parent, free and withholding was madeclear of all claims or interest of any person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (g) Except to the extent any portion of any Milestone Payment Amount is required to be treated as imputed interest pursuant to applicable Legal Requirements, the Parties hereto intend to treat Milestone Payment Amounts made with respect to CVRs issued in exchange for Shares and Shares underlying Company Warrants pursuant to the Merger Agreement for U.S. federal and applicable state and local income Tax purposes as additional consideration. Parent and the Surviving Corporation shall report imputed interest on the CVRs as required by applicable Legal Requirements. (h) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreementThe Parties intend, Buyer shall promptly furnish to the Rights Agent extent consistent with applicable Legal Requirements, to treat the payments from the CVRs received with respect to the Company Equity Awards for all information U.S. federal and documentation in connection with this Agreement applicable state and local income Tax purposes as compensation payments (and not to treat the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate issuance of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationEquity Award Holder as a payment itself).

Payment Procedures. (a) Promptly following the occurrence of the Merck a CVR Payment Event, of which date Parent shall notify the Rights Agent in writing, but in no event later than five thirty (30) Business Days after the occurrence of the Merck CVR Payment Eventsuch event, Buyer Parent shall deliver to the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive their pro rata share of the Merck applicable CVR Payment AmountAmount based on the number of CVRs held by such Holder as reflected on the CVR Register. No transaction described in Section 6.1(a) hereof The Rights Agent shall give have no duty or obligation to calculate, verify or confirm the Holders accuracy, validity or sufficiency of any applicable CVR Payment Amount and shall have no duty or obligation to verify or confirm whether a CVR Payment Event has occurred. For the right avoidance of doubt, with respect to any CVR issued with respect to a CVR Derivative Security, the Holder of such CVR shall only be entitled to receive the Merck a pro rata share of CVR Payment AmountAmounts paid with respect to CVR Payment Events occurring after the exercise or conversion of such CVR Derivative Security for or into Common Stock. Such amount shall be confirmed to the Rights Agent by the Parent in writing prior to the release of any funds to the Holders. (b) If the Merck CVR Payment Event has not occurred on or before the Outside Date, then, within five Business Days after the Outside Date, Buyer shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occur. (c) Except as otherwise requested by any Holder, the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send each Holder a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate (as defined below) at such Holder’s address as reflected in the “Objection Period”)CVR Register as of the date the Rights Agent received such Achievement Certificate or Non-Achievement Certificate; provided, that the Rights Agent shall deliver a written not be required to send any such notice to Buyer prepared by the Holder of any CVR issued with respect to a CVR Derivative Security that had not exercised or converted such Holder CVR Derivative Security for or Holders specifying that such Holder or Holders object into Common Stock prior to the determination of Buyer that the Merck applicable CVR Payment Event did not occur (a “Notice of Objection”) and stating the reason upon which such Holder or Holders have determined that the Merck CVR Payment Event has occurred on or before the Outside Date. Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 7.12, which decision shall be binding on the parties hereto and every Holder (including the Holders not participating therein)Event. (ec) If a Notice of Objection has not been delivered to Buyer within the Objection Period, then the Holders shall have no right to receive the Merck CVR Payment Amount, and Buyer and the Rights Agent shall have no further obligations with respect to the Merck CVR Payment Amount. (f) If Buyer Parent delivers an Achievement Certificate to the Rights Agent (or if the Merck a CVR Payment Amount is determined to be payable pursuant to Section 2.4(d2.4(f) abovebelow), Buyer Parent shall establish a Merck CVR Payment Date that is within 15 fifteen (15) calendar days after of the date of the such Achievement Certificate (or the date of final determination pursuant to Section 2.4(d2.4(f) abovebelow), as applicable, and shall notify the Rights Agent of such date in writing. At least five (5) Business Days before prior to such Merck CVR Payment Date, Buyer Parent shall cause the Merck applicable CVR Payment Amount to be delivered to the Rights Agent, who will in turn, on the Merck such CVR Payment Date, distribute the Merck applicable CVR Payment Amount to the applicable Holders (each Holder being entitled to receive its pro rata share of the Merck applicable CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) by such Holder as reflected on the Merck CVR Register) Register (iexcluding any CVRs issued with respect to a CVR Derivative Security that had not been exercised or converted for or into Common Stock prior to the applicable CVR Payment Event), which pro rata amount shall be provided by Parent in writing to the Rights Agent) by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before prior to such Merck CVR Payment Date. The determination by Parent of any CVR Payment Amount shall be final and binding on Parent, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructions, by wire transfer of immediately available funds to such accountand each Holder. (gd) Buyer Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Buyer Parent or the applicable subsidiary of Buyer Parent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (he) Subject If a CVR Payment Event has not occurred on or prior to prior execution and delivery the CVR Expiration Date, then, within five Business Days after such date, Parent shall deliver to the Rights Agent a certificate (the “Non-Achievement Certificate”) stating that a CVR Payment Event did not occur. (f) Upon demand by any Holder or Holders of at least 25% in the aggregate of the outstanding CVRs received within 45 calendar days after distribution by the Rights Agent of the Non-Achievement Certificate (the “Objection Period”), such Holder(s) shall deliver a reasonable written notice to Parent(with a copy to the Rights Agent) (i) specifying that such Holder or Holders object to the determination of Parent that a CVR Payment Event did not occur on or prior to the CVR Expiration Date and customary confidentiality/nonuse agreement(ii) stating the reason upon which such Holder or Holders have determined that a CVR Payment Event has occurred on or prior to the CVR Expiration Date (a “Notice of Objection”). Any dispute arising from a Notice of Objection shall be resolved in accordance with the procedure set forth in Section 6.12, Buyer which decision shall be binding on the parties hereto and the Holders. (g) If a Notice of Objection has not been delivered to Parent within the Objection Period, then the Holders shall have no right to receive the applicable CVR Payment Amount, and Parent and the Rights Agent shall have no further obligations with respect to the applicable CVR Payment Amount. (h) Parent shall promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 2025% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck a CVR Payment Event has occurred. Subject to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the The Rights Agent shall forward any information and documentation it receives to the Holders who reasonably request such information. (i) All funds received by the Rights Agent under this Agreement that are to be distributed or applied by the Rights Agent in the performance of services hereunder (the “Funds”) shall be held by the Rights Agent as agent for Parent and deposited in one or more bank accounts to be maintained by the Rights Agent in its name as agent for Parent. Until paid pursuant to the terms of this Agreement, the Rights Agent will hold the Funds through such accounts in: deposit accounts of commercial banks with Tier 1 capital exceeding $1 billion or with an average rating above investment grade by S&P (LT Local Issuer Credit Rating), ▇▇▇▇▇’▇ (Long Term Rating) and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as reported by Bloomberg Finance L.P.). The Rights Agent shall have no responsibility or liability for any diminution of the Funds that may result from any deposit made by the Rights Agent in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party. The Rights Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The Rights Agent shall not be obligated to pay such interest, dividends or earnings to the Parent, any Holder or any other Person.

Payment Procedures. (a) Promptly No later than February 28 of the year following the occurrence of Milestone Period relating to a particular Earnout Achievement, the Merck CVR Payment Event, but in no event later than five Business Days after the occurrence of the Merck CVR Payment Event, Buyer shall Company will deliver to the Holders’ Representative and the Rights Agent a certificate (the “Achievement Certificate”), certifying that the Holders are entitled to receive a CVR Payment Amount (and setting forth the Merck calculation of such CVR Payment Amount). No transaction described A Milestone Period can be used to measure the attainment of more than one Revenue Target Achievement in Section 6.1(a) hereof the following circumstances: if the Consumer Business Unit records any of the annual revenue targets in a Milestone Period that is earlier than the identified Milestone Period for such target, then the Company shall give calculate and deliver the applicable CVR Payment Amount also at that earlier time. For example, if the Consumer Business Unit achieves $40 million in revenues in calendar year 2020, then, no later than February 28, 2021, the Company will deliver to the Holders’ Representative and the Rights Agent an Achievement Certificate certifying that the Holders the right are entitled to receive the Merck CVR Payment AmountAmounts associated with the Revenue Target Achievement for both Milestone 2 and Milestone 3. For the avoidance of doubt, a CVR Payment Amount may be earned only once following the initial Earnout Achievement of each revenue target and no amounts shall be due or payable for subsequent or repeated achievement of the same revenue target. (b) If the Merck CVR Payment Event no Earnout Achievement has not occurred on or before the Outside Dateduring a particular Milestone Period, then, within five Business Days as soon as reasonably practicable after the Outside Dateend of such Milestone Period, Buyer shall but in no event later than February 28 of the year following such Milestone Period, the Company will deliver to the Holders’ Representative and the Rights Agent a certificate (the “Non-Achievement Certificate”), stating that the Merck CVR Payment Event did not occurno Earnout Achievement occurred. (c) Except as otherwise requested by any Holder, During the Rights Agent shall promptly (and in no event later than five Business Days after receipt thereof) send period from February 28 to May 31 of each Holder year following a copy of any Achievement Certificate or Non-Achievement Certificate at its registered address. (d) Upon demand by any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs within 45 calendar days after distribution by the Rights Agent of a Non-Achievement Certificate particular Milestone Period (the “Objection Period”), the Rights Agent shall deliver Holders’ Representative may send a written notice to Buyer prepared by such Holder or Holders specifying that such Holder or Holders object to (the determination of Buyer that the Merck CVR Payment Event did not occur (a “Notice of Objection”) and stating to the reason upon which such Holder or Holders have determined that Rights Agent detailing either their objection to the Merck proposed calculation of the CVR Payment Event has occurred on Amount for the prior Milestone Period set forth in the Achievement Certificate or before their objection to the Outside DateNon-Achievement Certificate, in either case by providing a basis for their objection. Following the receipt of a Notice of Objection, the Company shall permit, and shall cause its Affiliates to permit, the Holders’ Representative, and, if requested by the Holders’ Representative, the Independent Accountant, to have access to the records of the Company or its Affiliates as may be reasonably necessary to investigate the basis for the Notice of Objection. Any dispute arising from a Notice of Objection shall will be resolved in accordance with the procedure set forth in Section 7.129.10, which decision shall will be binding on the parties hereto and every Holder (including the Holders not participating therein). (e) Holder. If a Notice of Objection has not been delivered to Buyer the Company within the Objection Period for a particular Milestone Period, then the Holders shall Holders’ Representative will have no right to receive the Merck disputed CVR Payment Amount, and Buyer the Company and the Rights Agent shall will have no further obligations with respect to the Merck such CVR Payment Amount. (fd) If Buyer the Company delivers an Achievement Certificate to the Rights Agent, no later than March 20 of the year following the Milestone Period during which an Earnout Achievement was met (the “Share Determination Date”), the Company will make appropriate arrangements to deposit with the Rights Agent or if the Merck shares of Common Stock representing any CVR Payment Amount is Shares it has determined to be payable pursuant to Section 2.4(d) above, Buyer shall establish issue in satisfaction of all or a Merck part of the applicable CVR Payment Date that is within 15 Amount; provided however, rather than depositing CVR Payment Shares, the Company may at its sole election deposit with the Rights Agent a cash amount (the “Cash Replacement Amount”) reflecting all or a part of the applicable CVR Payment Amount. In no case shall the sum of (i) the fair value of CVR Payment Shares to be issued and (ii) the Cash Replacement Amount be less than the applicable CVR Payment Amount. No later than ten (10) calendar days after the date applicable Share Determination Date, the Rights Agent will then distribute to each Holder the portion of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable. At least five Business Days before such Merck CVR Payment Date, Buyer shall cause the Merck CVR Payment Amount that is equal to be delivered to the Rights Agent, who will in turn, on the Merck CVR Payment Date, distribute the Merck CVR Payment Amount to the Holders (each Holder being entitled to receive its pro rata share of the Merck CVR Payment Amount based on the number of Merck CVRs held (as of the date of the Achievement Certificate or the date of final determination pursuant to Section 2.4(d) above, as applicable) such Holder’s Pro Rata Share by such Holder as reflected on the Merck CVR Register) (i) depositing the applicable number of CVR Payment Shares in the account of such Holder pursuant to procedures communicated by the Rights Agent and (ii) with respect to any Cash Replacement Amount, distributing the applicable amount to each Holder either by check mailed to the address of each such respective Holder as reflected in the Merck CVR Register as of the close of business on the last Business Day before such Merck CVR Payment DateRegister, or, (ii) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 who has provided the Rights Agent with wire transfer instructionsinstructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. Notwithstanding the above, to the extent a Holder’s Pro Rata Share would result in such Holder receiving a fractional share of Common Stock, such Holder shall instead receive a full additional share if the fractional share is .5 or greater and shall forfeit such fractional share if the fractional share is less than .5. (ge) Buyer If a CVR Payment Amount is determined to be payable following a Notice of Objection pursuant to Section 2.4(c) above (whether by agreement of the parties or the decision of an arbitrator under Section 9.10), then within ten (10) Business Days of such determination, the Company will make appropriate arrangements to deposit with the Rights Agent shares of Common Stock representing any CVR Payment Shares it has determined to issue in satisfaction of all or part of the applicable CVR Payment Amount; provided however, rather than depositing CVR Payment Shares, the Company may at its sole election deposit with the Rights Agent a Cash Replacement Amount reflecting all or a part of the applicable CVR Payment Amount. In no case shall the sum of (i) the fair value of CVR Payment Shares to be issued and (ii) the Cash Replacement Amount be less than the applicable CVR Payment Amount. No later than ten (10) Business Days later, the Rights Agent will then distribute to each Holder the portion of the CVR Payment Amount that is equal to such Holder’s Pro Rata Share by (i) depositing the applicable number of CVR Payment Shares in the account of such Holder pursuant to procedures communicated by the Rights Agent and (ii) with respect to any Cash Replacement Amount, distributing the applicable amount to each Holder either by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, with respect to any Holder who has provided the Rights Agent with wire transfer instructions meeting the Rights Agent’s requirements, by wire transfer of immediately available funds to such account. Notwithstanding the above, to the extent a Holder’s Pro Rata Share would result in such Holder receiving a fractional share of Common Stock, such Holder shall instead receive a full additional share if the fractional share is .5 or greater and shall forfeit such fractional share if the fractional share is less than .5. (f) The Company will be entitled to deduct and withhold, or cause to be deducted or withheld, from each Merck CVR Payment Amount otherwise payable pursuant to this Agreement, CVR Payment Shares or Cash Replacement Amounts, as applicable, in such amounts amount as Buyer the Company or the applicable subsidiary Affiliate of Buyer the Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or are paid over to or deposited with the relevant governmental entity, such withheld amounts shall will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (hg) Subject to prior execution and delivery by the Rights Agent of a reasonable and customary confidentiality/nonuse agreement, Buyer shall The Company will promptly furnish to the Rights Agent all information and documentation in connection with this Agreement and the Merck CVRs that the Rights Agent or any Holder or Holders of at least 20% in the aggregate of the outstanding Merck CVRs may reasonably request in connection with the determination of whether the Merck CVR Payment Event has occurred. Subject order to prior execution and delivery by the applicable Holders of a reasonable and customary confidentiality/nonuse agreement, the Rights Agent shall forward any information and documentation it receives to the Holders who request such informationperform under this Agreement.