Advances on Future Royalties. Within thirty (30) days after the receipt by Neurotrope of any amount of capital raised in the A Round Financing, the B Round Financing, or any subsequent rounds of financing prior to a public offering, Neurotrope shall pay to BRNI five percent (5%) of such amount as an advance payment of future Royalty payable under Section 4.5. Such advance payment of future Royalty will be offset (with no interest) against the amount of Royalty payable under Section 4.5 until such time that such advance payment of future Royalty equals in full the amount of the advance payment.
Advances on Future Royalties. Promptly (but in no event more than three business days) following each of the dates of the Initial Closing and the Final Closing (as such terms are defined in the Securities Purchase Agreement, dated on or about November 13, 2015, between Neurotrope and the several buyers thereto) and the closing of any extension of the Securities Purchase Agreement, Neurotrope shall deliver, or cause to be delivered, to BRNI an amount equal to two and one-half percent (2.5%) of the Post-PA Fees Proceeds (as defined below) received by Neurotrope at each such closing. In addition, on (or prior to) December 31, 2016, Neurotrope shall deliver, or cause to be delivered, to BRNI an amount equal to an additional two and one-half percent (2.5%) of the aggregate Post-PA Fee Proceeds received by Neurotrope at the Initial Closing, the Final Closing and the closing of any extension of the Securities Purchase Agreement. Each such payment shall constitute an advance Royalty payment hereunder and will be offset (with no interest) against the amount of future Royalty obligations payable under Section 4.5 until such time that the amount of such future Royalty obligations equals in full the amount of the advance Royalty payments made pursuant to this Section 4.3. For purposes of this Section 4.3, “Post-PA Fee Proceeds” shall mean the gross proceeds received by Neurotrope at the Initial Closing, the Final Closing and/or any closing of any extension of the Securities Purchase Agreement, as applicable, less all amounts paid by Neurotrope to the placement agents in relation to such gross proceeds. For sake of clarity, no other expenses of Neurotrope relating to the Initial Closing, the Final Closing or the closing of any extension of the Securities Purchase Agreement under the Securities Purchase Agreement shall be subtracted from the gross proceeds to determine the Post-PA Fee Proceeds.” In furtherance of the foregoing, the Parties acknowledge and agree that Neurotrope shall have no obligation to pay BRNI or NRV any advance payment of future Royalty (as such term is defined in the TLSA) under the TLSA, including without limitation pursuant to Section 4.5 thereof, except as expressly set forth in the amended and restated Section 4.3 set forth immediately above.
