Definition of Term B Milestone Event

  1. Term B Milestone Event means confirmation by Bank, in Bank's reasonable discretion, on or prior to August 31, 2016, that Borrower has (a) successfully completed the first (1st) cohort study (the "First Cohort Study") of the Borrower's dry age-related macular degeneration Phase 2 clinical trial (the "AMD Trial"), including, without limitation, (i) data which meets the primary or secondary endpoints of the First Cohort Study, including, without limitation, data which is void of substantial evidence of graft failure with respect to, or rejection of, the transplanted cells which are the subject of the First Cohort Study, and (ii) evidence that the First Cohort Study has produced sufficient favorable safety data which supports the advancement of the AMD Trial into a second (2nd) cohort study ((a)(i)-(ii), collectively, the "AMD Requirement"), and (b) on or prior to December 31, 2015 (i) entered into an agreement with one or more licensed broker-dealers providing for "at the market" purchases of the Borrower's securities from time to time by such broker-dealers or their customers (an "ATM Facility"), (ii) has an effective registration statement on Form S-3 for the offering by the Borrower, on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended, of its securities in connection with the ATM Facility, and (iii) obtained all consents and approvals of its stockholders, regulatory authorities (including, without limitation, NASDAQ) and other third parties necessary for the Borrower to offer and sell its securities pursuant to the ATM Facility.

Definition of Term B Milestone Event in Loan and Security Agreement

Term B Milestone Event means confirmation by Bank, in Bank's reasonable discretion, on or prior to August 31, 2016, that Borrower has (a) successfully completed the first (1st) cohort study (the "First Cohort Study") of the Borrower's dry age-related macular degeneration Phase 2 clinical trial (the "AMD Trial"), including, without limitation, (i) data which meets the primary or secondary endpoints of the First Cohort Study, including, without limitation, data which is void of substantial evidence of graft failure with respect to, or rejection of, the transplanted cells which are the subject of the First Cohort Study, and (ii) evidence that the First Cohort Study has produced sufficient favorable safety data which supports the advancement of the AMD Trial into a second (2nd) cohort study ((a)(i)-(ii), collectively, the "AMD Requirement"), and (b) on or prior to December 31, 2015 (i) entered into an agreement with one or more licensed broker-dealers providing for "at the market" purchases of the Borrower's securities from time to time by such broker-dealers or their customers (an "ATM Facility"), (ii) has an effective registration statement on Form S-3 for the offering by the Borrower, on a delayed or continuous basis pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended, of its securities in connection with the ATM Facility, and (iii) obtained all consents and approvals of its stockholders, regulatory authorities (including, without limitation, NASDAQ) and other third parties necessary for the Borrower to offer and sell its securities pursuant to the ATM Facility.