Common use of Contingent Payments Clause in Contracts

Contingent Payments. 2.14.1. In addition to the Closing Payment payable pursuant to Section 2.7.3(a), Company Holders shall be entitled to certain additional contingent payments from Buyer after the Closing as and to the extent set forth in this Section 2.14 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.14. 2.14.2. Buyer shall make the Contingent Payments described below in cash to the Paying Agent subject to and upon the occurrence of the following events set forth in the table below (each of such twelve (12) events, a “Milestone”), whether achieved by or on behalf of Buyer, the Surviving Corporation, or any of their respective Affiliates, or any Buyer Rights Successor, less any applicable Contingent Payment Deal Fees. The Paying Agent shall distribute such amounts to the Company Holders, as set forth in Schedule I, less (without duplication) any applicable Contingent Payment Deal Fees, with such disbursements paid through the payroll process of the Surviving Corporation or through the Paying Agent, as applicable, provided, however, that (a) with respect to any Deferred Holder (other than the [ * ] and the Designated Individuals), the Deferred Consideration of such Deferred Holder shall be payable only to the extent and in accordance with Schedule I or (b) with respect to any Deferred Holder that is a Designated Individual, such Deferred Holder’s Designated Individual Agreement, and, in each case, any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ] 1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ] 2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ] 3. With respect to a Product, the earlier of (a) receipt of Marketing Approval in the U.S., and (b) (i) receipt of Marketing Approval from (A) the European Commission or (B) the applicable Regulatory Authority [ * ] and (ii) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ] 2.14.3. For the purposes of the Milestones above, [ * ]. 2.14.4. Each Contingent Payment is payable only once. In no event shall any of the Contingent Payments be paid more than once, regardless of the number of times the corresponding Milestone is achieved by or on behalf of Buyer, Surviving Corporation or any of their respective Affiliates, or any Buyer Rights Successor. In the event that (a) the first Clinical Trial that is Initiated for a Product is also a Pivotal Trial for such Product, then both Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable on the Initiation of such Clinical Trial, (b) at the time a Clinical Trial for a Product is Initiated, such Clinical Trial is not a Pivotal Trial, the Pivotal Trial for such Product shall be deemed to have occurred on the date on which an Approval Application is filed in respect of a Product with the appropriate Regulatory Authority in any country or jurisdiction and (c) Milestone No. 3 is achieved then Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable upon such achievement of Milestone No. 3 to the extent not previously paid. [ * ]. 2.14.5. In the event of an Insolvency Event prior to the expiration of Buyer’s obligations set forth in Section 2.14.2, all Contingent Payments will be deemed to have been paid and a promissory note therefor issued by Buyer to the Shareholders’ Representative (to be held solely on behalf of the Company Holders and in its capacity as the Shareholders’ Representative) in the amount of such Contingent Payments 91 days prior to such Insolvency Event. 2.14.6. Commencing on the Closing Date and continuing until the earlier to occur of (i) expiration of Buyer’s obligations set forth in Section 2.14.9 and (ii) achievement of the last Milestone, Buyer shall provide the Shareholders’ Representative, within [ * ] following January 1st of each calendar year, with a written report summarizing in reasonable detail the status of the development of each Product with respect to which a Contingent Payment remains unpaid. Upon the Shareholders’ Representative’s reasonable request and in a frequency of no more than once per calendar year, representatives of Buyer that are familiar with the development status of each such Product shall meet with the Shareholders’ Representative in person, by phone or as otherwise may be mutually agreed, to discuss the development status of each such Product in reasonable detail. Notwithstanding Section 6.10, Buyer, Merger Sub and their respective Affiliates each agree that the Shareholders’ Representative may disclose the information disclosed hereunder to each Company Holder, and any Company Holder may disclose such information to any limited partners of such Company Holder subject to customary confidentiality obligations no less restrictive than the obligations set forth in Section 6.10 of this Agreement. 2.14.1. Within [ * ] of the occurrence of any Milestone set forth in Section 2.14.2, Buyer shall provide written notice to the Shareholders’ Representative that such Milestone has occurred. Within [ * ] after the occurrence of a Milestone, Buyer shall pay, or shall cause to be paid, to the Paying Agent for distribution to the Company Holders or to the Surviving Corporation for amounts to be paid through payroll an aggregate amount in cash equal to the amount of the applicable Contingent Payment in accordance with this Section 2.14. 2.14.2. Subject to the terms and conditions of (a) with respect to Deferred Holders (other than the [ * ] and the Designated Individuals), Schedule I or (b) with respect to Deferred Holders that are Designated Individuals, such Deferred Holder’s Designated Individual Agreement, each Company Holder shall be entitled to receive only the portion of any Contingent Payment as set forth in Schedule I (less such Company Holder’s Pro Rata Percentage of any applicable Contingent Payment Deal Fees) once such Contingent Payment becomes due and payable in accordance with this Section 2.14. 2.14.3. No interest shall accrue or be paid on any portion of any Contingent Payment, except as otherwise expressly provided herein. For Tax purposes, however, the Parties agree that all payments made under this Section 2.14 (other than to Designated Individuals) shall to the extent permitted by Applicable Law be reported as additional Merger Consideration or Option Merger Consideration, as applicable, except to the extent such amounts are characterized as interest for Tax purposes. 2.14.4. Following the Closing and continuing until the [ * ] of the Closing Date, Buyer shall, and shall cause its Affiliates (including the Surviving Corporation) and any Buyer Rights Successor to, use Commercially Reasonable Efforts to achieve each of the Milestones. Subject to the foregoing obligation to use Commercially Reasonable Efforts, neither Buyer, Merger Sub nor any of their respective Affiliates has furnished or provided any assurances regarding the achievability of the condition to the payment of the Contingent Payments set forth in this Section 2.14 or the likelihood thereof. 2.14.5. With respect to Contingent Payments made in respect of Designated Company Restricted Stock, Contingent Payments shall only be made to the extent such Designated Company Restricted Stock would be vested pursuant to the terms of the Designated Company Restricted Stock agreement entered into between the Company and such Deferred Holder in respect of such Designated Company Restricted Stock as set forth in Schedule I and any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer. If any Contingent Payments become payable hereunder before the Designated Company Restricted Stock would have vested, such payments shall not be made unless and until the corresponding Designated Company Restricted Stock would have vested. If a holder of Designated Company Restricted Stock is terminated following Closing and, as a result of such termination, would have forfeited his or her Designated Company Restricted Stock, Buyer will repay to such Deferred Holder the lesser of (x) the original purchase price set forth in Schedule I, or (y) the then fair market value of such forfeited Designated Company Restricted Stock, in each case, as provided pursuant to the terms of the Designated Company Restricted Stock agreement. In such case, any Contingent Payments related to Designated Company Restricted Stock that would have been vested by its terms as of such termination will continue to be paid subject to the terms of this Section 2.14. 2.14.6. With respect to Contingent Payments made in respect of Vested Company Stock Options or Company Restricted Stock with respect to which a valid election under Section 83(b) of the Code has not been made, no payments shall be made following the 5th anniversary of the Closing unless the applicable Milestone to which such Contingent Payment relates constitutes a short-term deferral within the meaning of Section 409A of the Code, with any such payments that are made following the 5th anniversary of the Closing to be paid within the time period required so that such payments remain short-term deferrals. 2.14.7. After the Closing, no Company Holder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of any Contingent Payments that becomes due and payable to such Company Holder in respect of such Company Holder’s Company Capital Stock in accordance with this Section 2.14, other than (i) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the right to receive any Contingent Payments or any portion thereof is to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in the case of Contingent Payments payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by a nationally recognized trust company; or (vi) to any Person, with Buyer’s consent. Any transfer in violation of this Section 2.14.13 shall be null and void and shall not be recognized by Buyer or the Surviving Corporation. 2.14.8. Any payments or portions thereof due hereunder that are not paid when due will accrue interest from the date due until paid at an annual rate equal to the lower of [ * ].

Contingent Payments. 2.14.1. In addition Subject to Article IX, the Purchaser shall pay to the Closing Payment payable Selling Holders any payment that may become due to the Selling Holders pursuant to the provisions of this Section 2.7.3(a1.6 (each a “Contingent Payment” and collectively the “Contingent Payments”), Company Holders less any amount that the Purchaser shall be entitled to certain additional contingent payments from Buyer after retain and set off pursuant to Section 9.4(a), within fifteen (15) Business Days following the Closing date of receipt by the Purchaser of the Selling Holder Contingent Payment Instructions (as and defined below) with respect to the extent set forth in this Section 2.14 (each such additional payment, a “applicable Contingent Payment”; provided, that in the case of any payment due under Section 1.6(f) or Section 1.6(g), such payment shall be due and paid contemporaneously with the Net Sales report required to be delivered pursuant to Section 1.8 for the fourth calendar quarter of the calendar year in which the described event occurs, subject to all receipt by the terms and conditions Purchaser of this Section 2.14. 2.14.2. Buyer shall make the Selling Holder Contingent Payments described below in cash Payment Instructions with respect to the Paying Agent subject applicable Contingent Payment(s) at least ten (10) Business Days prior to the date on which such payment is payable. The Purchaser shall notify the Selling Holder Representative within ten (10) Business Days of the Business Day on which a Contingent Payment becomes due under Section 1.6(a) through Section 1.6(e), including notification of any amount that the Purchaser shall be entitled to retain and set off pursuant to Section 9.4(a). No later than five (5) Business Days following the date of receipt of such notice, and at least ten (10) Business Days prior to any payment due under Section 1.6(f) or (g), the Selling Holder Representative shall provide Purchaser with a certificate, executed by the Selling Holder Representative, certifying to and upon setting forth the occurrence of the following events set forth in the table below (each allocation of such twelve (12) events, a “Milestone”), whether achieved by or on behalf of Buyer, the Surviving Corporation, or any of their respective Affiliates, or any Buyer Rights SuccessorContingent Payment, less any applicable amount that the Purchaser shall be entitled to retain and set off pursuant to Section 9.4(a), among the Selling Holders determined in the manner provided in Exhibit 1.4B and Section 10.1(h) (any such instructions, the “Selling Holder Contingent Payment Deal FeesInstructions”). The Paying Agent Each Selling Holder shall distribute receive that portion of each Contingent Payment specified in the Selling Holder Contingent Payment Instructions. Any such amounts payment made to a Selling Holder pursuant to this Section 1.6 shall be made to such Selling Holder in immediately available funds to the Company Holdersaccount of such Selling Holder listed on Exhibit 1.4C. The Purchaser shall be entitled to rely in all respects on any Selling Holder Contingent Payment Instructions and shall not be liable to, or be obligated to make any payments to, any Selling Holder except as set forth in Schedule I, less (without duplication) any applicable Selling Holder Contingent Payment Deal FeesInstructions. Subject to the final paragraph of this Section 1.6, with such disbursements paid through all payments to the payroll process Selling Holders under this Section 1.6 are one-time payments, and once a payment is triggered under a subsection of the Surviving Corporation this Section 1.6, no further or through the Paying Agent, as applicable, provided, however, that (a) with respect to any Deferred Holder (other than the [ * ] and the Designated Individuals), the Deferred Consideration of such Deferred Holder payment shall be payable only to the extent and in accordance with Schedule I triggered or (b) with respect to any Deferred Holder that is a Designated Individual, paid under such Deferred Holder’s Designated Individual Agreement, and, in each case, any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ] 1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ] 2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ] 3. With respect to a Product, the earlier of (a) receipt of Marketing Approval in the U.S., and (b) (i) receipt of Marketing Approval from (A) the European Commission or (B) the applicable Regulatory Authority [ * ] and (ii) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ] 2.14.3. For the purposes of the Milestones above, [ * ]. 2.14.4. Each Contingent Payment is payable only once. In no event shall any of the Contingent Payments be paid more than oncesubsection, regardless of the number of times [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the corresponding Milestone is achieved by or on behalf Securities and Exchange Commission pursuant to Rule 24b-2 of Buyerthe Securities Exchange Act of 1934, Surviving Corporation or as amended. the described event occurs. Notwithstanding anything to the contrary contained herein, the Purchaser’s obligation to make any of their respective Affiliates, or any Buyer Rights Successor. In payments to the event that (a) the first Clinical Trial that is Initiated for a Product is also a Pivotal Trial for such Product, then both Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable Selling Holders pursuant to Section 1.6 shall terminate on the Initiation of such Clinical Trial, ten (b10) at the time a Clinical Trial for a Product is Initiated, such Clinical Trial is not a Pivotal Trial, the Pivotal Trial for such Product shall be deemed to have occurred on the date on which an Approval Application is filed in respect of a Product with the appropriate Regulatory Authority in any country or jurisdiction and (c) Milestone No. 3 is achieved then Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable upon such achievement of Milestone No. 3 to the extent not previously paid. [ * ]. 2.14.5. In the event of an Insolvency Event prior to the expiration of Buyer’s obligations set forth in Section 2.14.2, all Contingent Payments will be deemed to have been paid and a promissory note therefor issued by Buyer to the Shareholders’ Representative (to be held solely on behalf of the Company Holders and in its capacity as the Shareholders’ Representative) in the amount of such Contingent Payments 91 days prior to such Insolvency Event. 2.14.6. Commencing on the Closing Date and continuing until the earlier to occur of (i) expiration of Buyer’s obligations set forth in Section 2.14.9 and (ii) achievement of the last Milestone, Buyer shall provide the Shareholders’ Representative, within [ * ] following January 1st of each calendar year, with a written report summarizing in reasonable detail the status of the development of each Product with respect to which a Contingent Payment remains unpaid. Upon the Shareholders’ Representative’s reasonable request and in a frequency of no more than once per calendar year, representatives of Buyer that are familiar with the development status of each such Product shall meet with the Shareholders’ Representative in person, by phone or as otherwise may be mutually agreed, to discuss the development status of each such Product in reasonable detail. Notwithstanding Section 6.10, Buyer, Merger Sub and their respective Affiliates each agree that the Shareholders’ Representative may disclose the information disclosed hereunder to each Company Holder, and any Company Holder may disclose such information to any limited partners of such Company Holder subject to customary confidentiality obligations no less restrictive than the obligations set forth in Section 6.10 of this Agreement. 2.14.1. Within [ * ] of the occurrence of any Milestone set forth in Section 2.14.2, Buyer shall provide written notice to the Shareholders’ Representative that such Milestone has occurred. Within [ * ] after the occurrence of a Milestone, Buyer shall pay, or shall cause to be paid, to the Paying Agent for distribution to the Company Holders or to the Surviving Corporation for amounts to be paid through payroll an aggregate amount in cash equal to the amount of the applicable Contingent Payment in accordance with this Section 2.14. 2.14.2. Subject to the terms and conditions of (a) with respect to Deferred Holders (other than the [ * ] and the Designated Individuals), Schedule I or (b) with respect to Deferred Holders that are Designated Individuals, such Deferred Holder’s Designated Individual Agreement, each Company Holder shall be entitled to receive only the portion of any Contingent Payment as set forth in Schedule I (less such Company Holder’s Pro Rata Percentage of any applicable Contingent Payment Deal Fees) once such Contingent Payment becomes due and payable in accordance with this Section 2.14. 2.14.3. No interest shall accrue or be paid on any portion of any Contingent Payment, except as otherwise expressly provided herein. For Tax purposes, however, the Parties agree that all payments made under this Section 2.14 (other than to Designated Individuals) shall to the extent permitted by Applicable Law be reported as additional Merger Consideration or Option Merger Consideration, as applicable, except to the extent such amounts are characterized as interest for Tax purposes. 2.14.4. Following the Closing and continuing until the [ * ] year anniversary of the Closing Date; provided, Buyer shallhowever, and shall cause its Affiliates that in the event that the payments pursuant to clauses (including the Surviving Corporationa) through (c) and any Buyer Rights Successor to, use Commercially Reasonable Efforts to achieve each of the Milestones. Subject to the foregoing obligation to use Commercially Reasonable Efforts, neither Buyer, Merger Sub nor any of their respective Affiliates has furnished or provided any assurances regarding the achievability of the condition to the payment of the Contingent Payments set forth in this Section 2.14 or the likelihood thereof. 2.14.5. With respect to Contingent Payments made in respect of Designated Company Restricted Stock, Contingent Payments shall only be made to the extent such Designated Company Restricted Stock would be vested pursuant to the terms of the Designated Company Restricted Stock agreement entered into between the Company and such Deferred Holder in respect of such Designated Company Restricted Stock as set forth in Schedule I and any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer. If any Contingent Payments become payable hereunder before the Designated Company Restricted Stock would have vested, such payments shall not be made unless and until the corresponding Designated Company Restricted Stock would have vested. If a holder of Designated Company Restricted Stock is terminated following Closing and, as a result of such termination, would have forfeited his or her Designated Company Restricted Stock, Buyer will repay to such Deferred Holder the lesser of either (xd) the original purchase price set forth in Schedule I, or (ye) the then fair market value of such forfeited Designated Company Restricted Stock, in each case, as provided pursuant to the terms of the Designated Company Restricted Stock agreement. In such case, any Contingent Payments related to Designated Company Restricted Stock that would have been vested by its terms as of such termination will continue to be paid subject to the terms of this Section 2.14. 2.14.6. With respect 1.6 become payable on or prior to Contingent Payments made in respect of Vested Company Stock Options or Company Restricted Stock with respect such date, the Purchaser’s obligation to which a valid election under Section 83(bmake any payments to the Selling Holders pursuant to clauses (f) and (g) of this Section 1.6 shall terminate on the Code has not been made, no payments shall be made following the 5th fifteen (15) year anniversary of the Closing unless the applicable Milestone to which such Contingent Payment relates constitutes a short-term deferral within the meaning of Section 409A Date. The obligation of the Code, with Purchaser to make Contingent Payments shall occur upon the following events: (a) Initiation of Phase 3 Clinical Trial. Upon the Purchaser or any such payments that are made following the 5th anniversary Affiliate or Sublicensee of the Closing Purchaser dosing a first human patient in the first Phase 3 Clinical Trial of a Company Product Candidate that contains ZC-701, the Purchaser shall pay to be paid within the time period required so that such payments remain short-term deferralsSelling Holders an aggregate cash amount of Thirteen Million Dollars (US $13,000,000) [****]. 2.14.7. After the Closing, no Company Holder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of any Contingent Payments that becomes due and payable to such Company Holder in respect of such Company Holder’s Company Capital Stock in accordance with this Section 2.14, other than (ib) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the right to receive any Contingent Payments or any portion thereof is to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in the case of Contingent Payments payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by a nationally recognized trust company; or (vi) to any Person, with Buyer’s consent. Any transfer in violation of this Section 2.14.13 shall be null and void and shall not be recognized by Buyer or the Surviving Corporation[****]. 2.14.8. Any payments or portions thereof due hereunder that are not paid when due will accrue interest from the date due until paid at an annual rate equal to the lower of [ * (c) [****]. (d) [****]. (e) [****]. (f) [****]. (g) [****]. [****].

Contingent Payments. 2.14.1. (a) In addition to the Closing Payment payable pursuant to Section 2.7.3(a2.8(c)(i), Company Holders shall Sellers may be entitled to certain additional contingent payments from Buyer FibroGen after the Closing as and to the extent set forth in this Section 2.14 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.142.13. 2.14.2. Buyer (b) FibroGen shall make the Contingent Payments described below in cash to the Paying Agent subject to and upon the occurrence of the following events amounts set forth in Column B of the table below [*] (each of such twelve (12) eventseach, a “Contingent Payment Development Milestone”), whether achieved by or on behalf ): Column A - Contingent Payment Development Milestone Column B - Contingent Payment (c) Each Seller shall be entitled to receive only such Seller’s Pro Rata Percentage of Buyer, the Surviving Corporation, or any of their respective Affiliates, or any Buyer Rights Successor, Contingent Payment (less any applicable Contingent Payment Deal Fees. The Paying Agent shall distribute such amounts to the Company Holders, as set forth in Schedule I, less (without duplication) any applicable Contingent Payment Deal Fees, with such disbursements paid through the payroll process of the Surviving Corporation or through the Paying Agent, as applicable, provided, however, that (a) with respect to any Deferred Holder (other than the [ * ] and the Designated Individuals), the Deferred Consideration of such Deferred Holder shall be payable only to the extent and in accordance with Schedule I or (b) with respect to any Deferred Holder that is a Designated Individual, such Deferred Holder’s Designated Individual Agreement, and, in each case, any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ] 1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ] 2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ] 3. With respect to a Product, the earlier of (a) receipt of Marketing Approval in the U.S., and (b) (i) receipt of Marketing Approval from (A) the European Commission or (B) the applicable Regulatory Authority [ * ] and (ii) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ] 2.14.3. For the purposes of the Milestones above, [ * ]. 2.14.4. Each Contingent Payment is payable only once. In no event shall any of the Contingent Payments be paid more than once, regardless of the number of times the corresponding Milestone is achieved by or on behalf of Buyer, Surviving Corporation or any of their respective Affiliates, or any Buyer Rights Successor. In the event that (a) the first Clinical Trial that is Initiated for a Product is also a Pivotal Trial for such Product, then both Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable on the Initiation of such Clinical Trial, (b) at the time a Clinical Trial for a Product is Initiated, such Clinical Trial is not a Pivotal Trial, the Pivotal Trial for such Product shall be deemed to have occurred on the date on which an Approval Application is filed in respect of a Product with the appropriate Regulatory Authority in any country or jurisdiction and (c) Milestone No. 3 is achieved then Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable upon such achievement of Milestone No. 3 to the extent not previously paid. [ * ]. 2.14.5. In the event of an Insolvency Event prior to the expiration of Buyer’s obligations set forth in Section 2.14.2, all Contingent Payments will be deemed to have been paid and a promissory note therefor issued by Buyer to the Shareholders’ Representative (to be held solely on behalf of the Company Holders and in its capacity as the Shareholders’ Representative) in the amount of such Contingent Payments 91 days prior to such Insolvency Event. 2.14.6. Commencing on the Closing Date and continuing until the earlier to occur of (i) expiration of Buyer’s obligations set forth in Section 2.14.9 and (ii) achievement of the last Milestone, Buyer shall provide the Shareholders’ Representative, within [ * ] following January 1st of each calendar year, with a written report summarizing in reasonable detail the status of the development of each Product with respect to which a Contingent Payment remains unpaid. Upon the Shareholders’ Representative’s reasonable request and in a frequency of no more than once per calendar year, representatives of Buyer that are familiar with the development status of each such Product shall meet with the Shareholders’ Representative in person, by phone or as otherwise may be mutually agreed, to discuss the development status of each such Product in reasonable detail. Notwithstanding Section 6.10, Buyer, Merger Sub and their respective Affiliates each agree that the Shareholders’ Representative may disclose the information disclosed hereunder to each Company Holder, and any Company Holder may disclose such information to any limited partners of such Company Holder subject to customary confidentiality obligations no less restrictive than the obligations set forth in Section 6.10 of this Agreement. 2.14.1. Within [ * ] of the occurrence of any Milestone set forth in Section 2.14.2, Buyer shall provide written notice to the Shareholders’ Representative that such Milestone has occurred. Within [ * ] after the occurrence of a Milestone, Buyer shall pay, or shall cause to be paid, to the Paying Agent for distribution to the Company Holders or to the Surviving Corporation for amounts to be paid through payroll an aggregate amount in cash equal to the amount of the applicable Contingent Payment in accordance with this Section 2.14. 2.14.2. Subject to the terms and conditions of (a) with respect to Deferred Holders (other than the [ * ] and the Designated Individuals), Schedule I or (b) with respect to Deferred Holders that are Designated Individuals, such Deferred Holder’s Designated Individual Agreement, each Company Holder shall be entitled to receive only the portion of any Contingent Payment as set forth in Schedule I (less such Company Holder’s Pro Rata Percentage of any applicable Contingent Payment Deal Fees) once such Contingent Payment becomes due and payable in accordance with this Section 2.142.13. 2.14.3. (d) No interest shall accrue or be paid on any portion of any Contingent Payment, except . (e) [*]. Except as otherwise expressly provided herein. For Tax purposes, however, set forth in the Parties agree that all payments made under first sentence of this Section 2.14 (other than to Designated Individuals) shall 2.13(e), by voting in favor of or consenting to the extent permitted Merger or by Applicable Law be reported as additional Merger Consideration surrendering or Option delivering a Letter of Transmittal to the Paying Agent, in exchange for Merger Consideration, as applicableeach Seller acknowledges that, except following the Closing, (a) there shall be no other diligence or other efforts, express or implied, required or imposed on the part of FibroGen, the Surviving Corporation or their respective Affiliates, licensees, or sublicensees in, and (b) it is the intention of the Parties that the development, manufacturing, marketing, commercial exploitation and sale of any Products shall be exercised by FibroGen, the Surviving Corporation or their Affiliates, licensees, sublicensees and transferees in accordance with its or their own business judgment and in their sole and absolute discretion, subject only to the extent such amounts are characterized first sentence of this Section 2.13(e). By voting in favor of or consenting to the Merger or by surrendering or delivering a Letter of Transmittal to the Paying Agent, in exchange for Merger Consideration, each Seller acknowledges, understands and agrees as interest for Tax purposesfollows: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 2.14.4. Following (i) Except as set forth in the Closing first sentence of this Section 2.13(e), FibroGen, the Surviving Corporation and continuing until their Affiliates, licensees, sublicensees and transferees shall have complete control and sole discretion with respect to the [ * ] development, commercial exploitation, marketing and sale of Products, and that this may have a material effect upon the achievability of the Closing DateContingent Payment Development Milestones and the payment of the Contingent Payments that may be payable hereunder and such control and discretion by FibroGen, Buyer shallthe Surviving Corporation and their Affiliates, licensees, sublicensees and transferees could result in some or all of the Contingent Payments not being made despite meeting the obligation set forth in the first sentence of this Section 2.13(e). The Parties and the Sellers acknowledge that the achievement of the Contingent Payment Development Milestones is uncertain and that FibroGen, the Surviving Corporation and their Affiliates may not achieve results requiring the payment of any Contingent Payment at all, and shall cause its Affiliates it is therefore not assured that FibroGen will be required to pay any Contingent Payments; (including ii) That whether or not FibroGen, the Surviving CorporationCorporation or any of their Affiliates, licensees, sublicensees or transferees develop, market, commercially exploit or make any sales of any Product, FibroGen, the Surviving Corporation and their Affiliates, licensees, sublicensees or transferees are not prohibited from developing, manufacturing, marketing, selling or acquiring assets or businesses related to other products that may compete with a Product; (iii) and any Buyer Rights Successor to, use Commercially Reasonable Efforts to achieve each of the Milestones. Subject to the foregoing obligation to use Commercially Reasonable Efforts, neither Buyer, Merger Sub Neither FibroGen nor any of their respective its Affiliates or Representatives has furnished or provided provided, whether written or oral, any assurances assurance or commitments regarding the achievability of the condition to the payment of any of the Contingent Payments set forth in this Section 2.14 2.13 or the likelihood thereof, and each Seller expressly disclaims any rights with respect to any such assurances or commitments; (iv) Neither FibroGen, the Surviving Corporation nor any of their Affiliates shall be liable to any Seller for any consequential or punitive damages arising out of the failure to satisfy the conditions to the payment of any Contingent Payment set forth in Section 2.13, whether Liability is asserted in tort or contract, or otherwise. 2.14.5(f) [*]. (g) [*] (each such report, an “Update Report”); provided, however, that if development of all Products has been discontinued, then no further Update Report shall be required other than the Update Report detailing such discontinuation. With respect Within [*], if the Sellers’ Representative has reasonable inquiries regarding the status of the activities described in such Update Report, the Sellers’ Representative may request a meeting with FibroGen to discuss such Update Report, and FibroGen shall make available an executive employee with appropriate expertise and knowledge of the activities undertaken to achieve the Contingent Payments Payment Development Milestones, as FibroGen may reasonably deem appropriate, to respond to questions posed by the Seller’s Representative. [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. (h) FibroGen shall be permitted to make any withholding or deduction required by Law from payments made under this Option Agreement; [*]. To the extent that any such amounts are so deducted or withheld and remitted to the appropriate Governmental Entity in accordance with applicable Law, such amounts will be treated for all purposes of this Option Agreement as having been paid to the Person in respect of Designated Company Restricted Stockwhich such deduction and withholding was made. If applicable Law requires the withholding of Taxes, Contingent Payments FibroGen shall only be made [*] submit to the extent such Designated Company Restricted Stock would be vested pursuant to the terms of the Designated Company Restricted Stock agreement entered into between the Company and such Deferred Holder in respect applicable payee an official tax certificate or other evidence of such Designated Company Restricted Stock as set forth in Schedule I withholding that is reasonably available to FibroGen to enable such holder to claim such payment of Taxes from any applicable Governmental Entity. Notwithstanding the foregoing, if FibroGen takes any FibroGen Tax Action after the date of this Option Agreement, and any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer. If any Contingent Payments become payable hereunder before the Designated Company Restricted Stock would have vested, such payments shall not be made unless and until the corresponding Designated Company Restricted Stock would have vested. If a holder of Designated Company Restricted Stock is terminated following Closing and, solely as a result of such terminationFibroGen Tax Action, would have forfeited his FibroGen is required to withhold Taxes from or her Designated Company Restricted Stock, Buyer will repay to in respect of any amount payable under this Option Agreement and such Deferred Holder Taxes exceed the lesser amount of (x) the original purchase price set forth in Schedule I, or (y) the then fair market value of such forfeited Designated Company Restricted Stock, in each case, as provided pursuant to the terms of the Designated Company Restricted Stock agreement. In such case, any Contingent Payments related to Designated Company Restricted Stock Taxes that would have been vested by its terms as of such termination will continue required to be paid subject withheld absent such FibroGen Tax Action, the amount payable under this Option Agreement shall be increased by the amount necessary so that after making all required withholdings (including withholdings on additional amounts payable) the applicable holder receives an amount equal to the terms of this Section 2.14sum it would have received had no such FibroGen Tax Action occurred. 2.14.6. With respect to Contingent Payments made in respect of Vested Company Stock Options or Company Restricted Stock with respect to which a valid election under Section 83(b(i) of the Code has not been made, no payments shall be made following the 5th anniversary of the Closing unless the applicable Milestone to which such Contingent Payment relates constitutes a short-term deferral within the meaning of Section 409A of the Code, with any such payments that are made following the 5th anniversary of the Closing to be paid within the time period required so that such payments remain short-term deferrals. 2.14.7. After the Closing, no Company Holder Seller may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of any Contingent Payments that becomes due and payable to such Company Holder in respect of such Company Holder’s Company Capital Stock in accordance with this Section 2.142.13, other than (i) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the right to receive any Contingent Payments or any portion thereof is to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in the case of Contingent Payments payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by a nationally recognized trust companythe Depositary Trust Company; (vi) in the case of an entity, to any Affiliate of such entity; or (vivii) to any Person, with BuyerFibroGen’s consentconsent (which shall not be unreasonably withheld, conditioned or delayed). Any transfer in violation of this Section 2.14.13 2.13(i) shall be null and void and shall not be recognized by Buyer FibroGen or the Surviving Corporation. 2.14.8. Any (j) Subject to Section 483 of the Code or as otherwise required by law, any payments or portions thereof due hereunder that are not paid when due will accrue interest from made pursuant to this Section 2.13 shall be treated by the date due until paid at Parties as an annual rate equal adjustment to the lower of [ * ]purchase price for Tax purposes.

Contingent Payments. 2.14.1. In addition (a) Following the Closing, in the event of the First IDE Approval Milestone, then, within thirty (30) Business Days following the date of the final determination that the First IDE Approval Milestone has occurred, Buyer shall pay the First Contingent Payment as follows: (i) to the Closing Payment payable pursuant Escrow Agent, the amount of $750,000 to Section 2.7.3(abe held in the Escrow Fund (the “Second Escrow Deposit”), Company Holders shall be entitled to certain additional contingent payments from Buyer after the Closing as ; and (ii) to the extent set forth Members, the amount of $14,250,000, by wire transfer of immediately available funds in this Section 2.14 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.14. 2.14.2. Buyer shall make the Contingent Payments described below in cash to the Paying Agent subject to and upon the occurrence of the following events accordance with allocation set forth in the table below updated Allocation Schedule delivered pursuant to Section 2.6(c). (each b) Following the Closing, in the event of such twelve the Second IDE Approval Milestone, then, within thirty (1230) eventsBusiness Days following the date of the final determination that the Second IDE Approval Milestone has occurred, a Buyer shall pay the Second Contingent Payment as follows: (i) to the Escrow Agent, the amount of $750,000 to be held in the Escrow Fund (the “MilestoneThird Escrow Deposit”); and (ii) to the Members, whether achieved the amount of $14,250,000, by or on behalf wire transfer of immediately available funds in accordance with allocation set forth in the updated Allocation Schedule delivered pursuant to Section 2.6(c). (c) The First Contingent Payment and the Second Contingent Payment shall represent only a contingent right to receive a payment from Buyer, subject to achievement of the Surviving CorporationFirst IDE Approval Milestone or the Second IDE Approval Milestone, or any of their respective Affiliates, or any Buyer Rights Successor, less any applicable as applicable. The First Contingent Payment Deal Feesand the Second Contingent Payment shall not possess any attributes of capital stock and shall not entitle the Members to any rights of any kind other than as specifically set forth herein. The Paying Agent shall distribute Any attempted assignment, pledge, hypothecation, transfer or other disposition of the right to receive such amounts to the Company Holders, payments by any Member (other than as set forth in Schedule ISection 11.8) shall be null and void. (d) Each Member acknowledges that, less after the Closing, (without duplicationi) any applicable there can be no assurance that the First Contingent Payment Deal Feesor the Second Contingent Payment will be received, with and (ii) Buyer owes no fiduciary duty, express or implied, to the Members, such disbursements paid through as an implied duty of good faith and fair dealing, in the payroll process exercise of its direct control over the governance and financial control of the Surviving Corporation Company or through the Paying AgentBusiness with respect to such payments but, rather, the parties intend the express provisions of this Agreement to govern their contractual relationship with respect to such payments. Notwithstanding the foregoing, Xxxxx agrees and covenants that Buyer, its Affiliates or anyone on their behalf, shall not take, and that they shall not permit any third party to take, any actions in bad faith in their performance of the Business or otherwise, which are intentionally undertaken with the express purpose of, and have the actual effect of preventing the First IDE Approval Milestone or the Second IDE Approval Milestone. (e) Notwithstanding the foregoing, at least five (5) Business Days prior to any payment of the First Contingent Payment or the Second Contingent Payment, as applicable, provided, however, that (a) with respect the Members shall deliver to any Deferred Holder (other than Buyer an updated Allocation Schedule setting forth the [ * ] and the Designated Individuals), the Deferred Consideration portion of such Deferred Holder shall be amounts payable only to the extent and each Member in accordance with Schedule I or the Company Operating Agreement as of immediately prior to the Closing. (bf) with respect Notwithstanding anything to any Deferred Holder that is a Designated Individual, such Deferred Holder’s Designated Individual the contrary in this Agreement, and, in each case, any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ] 1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ] 2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ] 3. With respect to a Product, the earlier of (a) receipt of Marketing Approval in the U.S., and (b) (i) receipt of Marketing Approval from (A) the European Commission or (B) the applicable Regulatory Authority [ * ] and (ii) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ] 2.14.3. For the purposes of the Milestones above, [ * ]. 2.14.4. Each Contingent Payment is payable only once. In no event shall any of the Contingent Payments be paid more than once, regardless of the number of times the corresponding Milestone is achieved by or on behalf of Buyer, Surviving Corporation or any of their respective Affiliates, or any Buyer Rights Successor. In the event that (a) the first Clinical Trial that is Initiated for a Product is also First Contingent Payment or a Pivotal Trial for such Product, then both Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx Second Contingent Payment would be payable on or prior to the Initiation of such Clinical TrialClosing, (b) payments contemplated by this Agreement with respect thereto shall be made at the time a Clinical Trial for a Product is Initiated, such Clinical Trial is not a Pivotal Trial, the Pivotal Trial for such Product Closing and shall be deemed to have occurred on the date on which an Approval Application is filed in respect for all purposes under this Agreement as of a Product with the appropriate Regulatory Authority in any country or jurisdiction and (c) Milestone No. 3 is achieved then Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable upon such achievement of Milestone No. 3 to the extent not previously paid. [ * ]. 2.14.5. In the event of an Insolvency Event prior to the expiration of Buyer’s obligations set forth in Section 2.14.2, all Contingent Payments will be deemed to have been paid and a promissory note therefor issued by Buyer to the Shareholders’ Representative (to be held solely on behalf of the Company Holders and in its capacity as the Shareholders’ Representative) in the amount of such Contingent Payments 91 days prior to such Insolvency Event. 2.14.6. Commencing on the Closing Date and continuing until the earlier to occur of (i) expiration of Buyer’s obligations set forth in Section 2.14.9 and (ii) achievement of the last Milestone, Buyer shall provide the Shareholders’ Representative, within [ * ] following January 1st of each calendar year, with a written report summarizing in reasonable detail the status of the development of each Product with respect to which a Contingent Payment remains unpaid. Upon the Shareholders’ Representative’s reasonable request and in a frequency of no more than once per calendar year, representatives of Buyer that are familiar with the development status of each such Product shall meet with the Shareholders’ Representative in person, by phone or as otherwise may be mutually agreed, to discuss the development status of each such Product in reasonable detail. Notwithstanding Section 6.10, Buyer, Merger Sub and their respective Affiliates each agree that the Shareholders’ Representative may disclose the information disclosed hereunder to each Company Holder, and any Company Holder may disclose such information to any limited partners of such Company Holder subject to customary confidentiality obligations no less restrictive than the obligations set forth in Section 6.10 of this Agreement. 2.14.1. Within [ * ] of the occurrence of any Milestone set forth in Section 2.14.2, Buyer shall provide written notice to the Shareholders’ Representative that such Milestone has occurred. Within [ * ] immediately after the occurrence of a Milestone, Buyer shall pay, or shall cause to be paid, to the Paying Agent for distribution to the Company Holders or to the Surviving Corporation for amounts to be paid through payroll an aggregate amount in cash equal to the amount of the applicable Contingent Payment in accordance with this Section 2.14Closing. 2.14.2. Subject to the terms and conditions of (a) with respect to Deferred Holders (other than the [ * ] and the Designated Individuals), Schedule I or (b) with respect to Deferred Holders that are Designated Individuals, such Deferred Holder’s Designated Individual Agreement, each Company Holder shall be entitled to receive only the portion of any Contingent Payment as set forth in Schedule I (less such Company Holder’s Pro Rata Percentage of any applicable Contingent Payment Deal Fees) once such Contingent Payment becomes due and payable in accordance with this Section 2.14. 2.14.3. No interest shall accrue or be paid on any portion of any Contingent Payment, except as otherwise expressly provided herein. For Tax purposes, however, the Parties agree that all payments made under this Section 2.14 (other than to Designated Individuals) shall to the extent permitted by Applicable Law be reported as additional Merger Consideration or Option Merger Consideration, as applicable, except to the extent such amounts are characterized as interest for Tax purposes. 2.14.4. Following the Closing and continuing until the [ * ] of the Closing Date, Buyer shall, and shall cause its Affiliates (including the Surviving Corporation) and any Buyer Rights Successor to, use Commercially Reasonable Efforts to achieve each of the Milestones. Subject to the foregoing obligation to use Commercially Reasonable Efforts, neither Buyer, Merger Sub nor any of their respective Affiliates has furnished or provided any assurances regarding the achievability of the condition to the payment of the Contingent Payments set forth in this Section 2.14 or the likelihood thereof. 2.14.5. With respect to Contingent Payments made in respect of Designated Company Restricted Stock, Contingent Payments shall only be made to the extent such Designated Company Restricted Stock would be vested pursuant to the terms of the Designated Company Restricted Stock agreement entered into between the Company and such Deferred Holder in respect of such Designated Company Restricted Stock as set forth in Schedule I and any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer. If any Contingent Payments become payable hereunder before the Designated Company Restricted Stock would have vested, such payments shall not be made unless and until the corresponding Designated Company Restricted Stock would have vested. If a holder of Designated Company Restricted Stock is terminated following Closing and, as a result of such termination, would have forfeited his or her Designated Company Restricted Stock, Buyer will repay to such Deferred Holder the lesser of (x) the original purchase price set forth in Schedule I, or (y) the then fair market value of such forfeited Designated Company Restricted Stock, in each case, as provided pursuant to the terms of the Designated Company Restricted Stock agreement. In such case, any Contingent Payments related to Designated Company Restricted Stock that would have been vested by its terms as of such termination will continue to be paid subject to the terms of this Section 2.14. 2.14.6. With respect to Contingent Payments made in respect of Vested Company Stock Options or Company Restricted Stock with respect to which a valid election under Section 83(b) of the Code has not been made, no payments shall be made following the 5th anniversary of the Closing unless the applicable Milestone to which such Contingent Payment relates constitutes a short-term deferral within the meaning of Section 409A of the Code, with any such payments that are made following the 5th anniversary of the Closing to be paid within the time period required so that such payments remain short-term deferrals. 2.14.7. After the Closing, no Company Holder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of any Contingent Payments that becomes due and payable to such Company Holder in respect of such Company Holder’s Company Capital Stock in accordance with this Section 2.14, other than (i) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the right to receive any Contingent Payments or any portion thereof is to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in the case of Contingent Payments payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by a nationally recognized trust company; or (vi) to any Person, with Buyer’s consent. Any transfer in violation of this Section 2.14.13 shall be null and void and shall not be recognized by Buyer or the Surviving Corporation. 2.14.8. Any payments or portions thereof due hereunder that are not paid when due will accrue interest from the date due until paid at an annual rate equal to the lower of [ * ].

Contingent Payments. 2.14.1(a) Attached as Schedule 2.09 is a list as of May 31, 2000 of all of the Customers with whom the Seller has contingent arrangements (each a "Contingent Customer"), a summary of the applicable contract terms relating to each contingent fee arrangement (each a "Contingent Contract"), the gross contingent amount payable under the Contingent Contract (the "Contingent Fees") and the total fees earned pursuant to each Contingent Contract to and including May 31, 2000. In addition If and when the Seller, the Purchaser or a Member, as the case may be, receives payment of all or a portion of any Contingent Fees, such funds shall be allocated to the Closing Payment payable pursuant Seller, on the one hand, and the Purchaser, on the other hand, as follows: (i) the Seller shall receive a portion of such Contingent Fee to Section 2.7.3(a), Company Holders be determined by multiplying (A) such Contingent Fee by (B) a fraction (1) the numerator of which shall be entitled to certain additional contingent payments from Buyer after the Closing as and to the extent set forth in this Section 2.14 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.14. 2.14.2. Buyer shall make the Contingent Payments described below in cash to the Paying Agent subject hours worked prior to and upon the occurrence including May 31, 2000 by all Members, employees and consultants of the following events set forth in Seller (the table below (each of such twelve (12) events, a “Milestone”), whether achieved by or on behalf of Buyer, the Surviving Corporation, or any of their respective Affiliates, or any Buyer Rights Successor, less any applicable Contingent Payment Deal Fees. The Paying Agent shall distribute such amounts to the Company Holders, as set forth in Schedule I, less (without duplication) any applicable Contingent Payment Deal Fees, with such disbursements paid through the payroll process of the Surviving Corporation or through the Paying Agent, as applicable, provided, however, that (a"Seller Personnel") with respect to any Deferred Holder (other than the [ * ] and the Designated Individuals), the Deferred Consideration Contingent Fee portion of such Deferred Holder Contingent Contract and (2) the denominator of which shall be payable only to the extent total hours worked by all Seller Personnel and in accordance with Schedule I all officers, employees and consultants of Luminant or any of its Subsidiaries (bthe "Luminant Personnel") with respect to any Deferred Holder that is the Contingent Fee portion of such Contingent Contract; and (ii) the Purchaser shall receive a Designated Individual, portion of such Deferred Holder’s Designated Individual Agreement, and, in each case, any Contingent Fee to be determined by multiplying (A) such amounts to Contingent Fee by (B) a fraction (1) the numerator of which a Deferred Holder does not become entitled shall be retained the hours worked by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ] 1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ] 2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ] 3. With Luminant Personnel with respect to a Productthe Contingent Fee portion of such Contingent Contract and (2) the denominator of which shall be the total hours worked by all Seller Personnel and all Luminant Personnel with respect to the Contingent Fee portion of such Contingent Contract. (iii) Notwithstanding anything herein to the contrary, if the aggregate Billable Value (determined in accordance with Section 2.07(b)) of all Members for each of the fiscal quarters ending September 30, 2000 and December 31, 2000 is less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), the earlier Seller shall immediately forfeit its right to receive 40% of (aany Contingent Fees payable to the Seller pursuant to Section 2.09(a)(i) receipt of Marketing Approval in and the U.S., and Purchaser shall retain such Contingent Fees. (b) The provisions of Section 2.09(a) shall apply regardless of the party who actually receives the payment from a Contingent Customer. All parties hereto agree that if it or he receives amounts that constitute Contingent Fee, it or he will forward the entire amount to the Purchaser within ten (i10) days after receipt of Marketing Approval from such funds. Upon the Purchaser's receipt of any funds that constitute Contingent Fees, the Purchaser shall notify the Seller within fifteen (15) days of its receipt of such funds and its proposed apportionment of such funds between the Seller and the Purchaser, which determination shall be a financial calculation for the purposes of Section 2.10(a). (c) Following the end of the applicable Dispute Resolution Period set forth in Section 2.10, the Purchaser covenants to cause any Contingent Fees received by the Purchaser during the year 2000, which are payable to the Seller pursuant to Section 2.09(a)(i), to be distributed to the Seller as follows (A) 60% within fifteen (15) days after the European Commission or end of such Dispute Resolution Period and (B) the applicable Regulatory Authority [ * ] and balance, if any, within ninety (ii90) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ] 2.14.3. For days after the purposes end of the Milestones abovefiscal year ending December 31, [ * ]. 2.14.4. Each Contingent Payment is payable only once. In no event shall any of 2000 if the Contingent Payments be paid more than once, regardless of the number of times the corresponding Milestone is achieved by or on behalf of Buyer, Surviving Corporation or any of their respective Affiliates, or any Buyer Rights Successor. In the event that (aapplicable conditions under Section 2.09(a)(iii) the first Clinical Trial that is Initiated for a Product is also a Pivotal Trial for such Product, then both Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable on the Initiation of such Clinical Trial, (b) at the time a Clinical Trial for a Product is Initiated, such Clinical Trial is not a Pivotal Trial, the Pivotal Trial for such Product shall be deemed to have occurred on the date on which an Approval Application is filed in respect of a Product with the appropriate Regulatory Authority in any country or jurisdiction and (c) Milestone No. 3 is achieved then Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable upon such achievement of Milestone No. 3 to the extent not previously paid. [ * ]. 2.14.5. In the event of an Insolvency Event prior to the expiration of Buyer’s obligations set forth in Section 2.14.2, all Contingent Payments will be deemed to have been paid and a promissory note therefor issued by Buyer to the Shareholders’ Representative (to be held solely on behalf of the Company Holders and in its capacity as the Shareholders’ Representative) in the amount of such Contingent Payments 91 days prior to such Insolvency Event. 2.14.6. Commencing on the Closing Date and continuing until the earlier to occur of (i) expiration of Buyer’s obligations set forth in Section 2.14.9 and (ii) achievement of the last Milestone, Buyer shall provide the Shareholders’ Representative, within [ * ] following January 1st of each calendar year, with a written report summarizing in reasonable detail the status of the development of each Product with respect to which a Contingent Payment remains unpaid. Upon the Shareholders’ Representative’s reasonable request and in a frequency of no more than once per calendar year, representatives of Buyer that are familiar with the development status of each such Product shall meet with the Shareholders’ Representative in person, by phone or as otherwise may be mutually agreed, to discuss the development status of each such Product in reasonable detail. Notwithstanding Section 6.10, Buyer, Merger Sub and their respective Affiliates each agree that the Shareholders’ Representative may disclose the information disclosed hereunder to each Company Holder, and any Company Holder may disclose such information to any limited partners of such Company Holder subject to customary confidentiality obligations no less restrictive than the obligations set forth in Section 6.10 of this Agreement. 2.14.1. Within [ * ] of the occurrence of any Milestone set forth in Section 2.14.2, Buyer shall provide written notice to the Shareholders’ Representative that such Milestone has occurred. Within [ * ] after the occurrence of a Milestone, Buyer shall pay, or shall cause to be paid, to the Paying Agent for distribution to the Company Holders or to the Surviving Corporation for amounts to be paid through payroll an aggregate amount in cash equal to the amount of the applicable Contingent Payment in accordance with this Section 2.14. 2.14.2. Subject to the terms and conditions of (a) with respect to Deferred Holders (other than the [ * ] and the Designated Individuals), Schedule I or (b) with respect to Deferred Holders that are Designated Individuals, such Deferred Holder’s Designated Individual Agreement, each Company Holder shall be entitled to receive only the portion of any Contingent Payment as set forth in Schedule I (less such Company Holder’s Pro Rata Percentage of any applicable Contingent Payment Deal Fees) once such Contingent Payment becomes due and payable in accordance with this Section 2.14. 2.14.3. No interest shall accrue or be paid on any portion of any Contingent Payment, except as otherwise expressly provided herein. For Tax purposes, however, the Parties agree that all payments made under this Section 2.14 (other than to Designated Individuals) shall to the extent permitted by Applicable Law be reported as additional Merger Consideration or Option Merger Consideration, as applicable, except to the extent such amounts are characterized as interest for Tax purposes. 2.14.4. Following the Closing and continuing until the [ * ] of the Closing Date, Buyer shall, and shall cause its Affiliates (including the Surviving Corporation) and any Buyer Rights Successor to, use Commercially Reasonable Efforts to achieve each of the Milestones. Subject to the foregoing obligation to use Commercially Reasonable Efforts, neither Buyer, Merger Sub nor any of their respective Affiliates has furnished or provided any assurances regarding the achievability of the condition to the payment of the Contingent Payments set forth in this Section 2.14 or the likelihood thereof. 2.14.5. With respect to Contingent Payments made in respect of Designated Company Restricted Stock, Contingent Payments shall only be made to the extent such Designated Company Restricted Stock would be vested pursuant to the terms of the Designated Company Restricted Stock agreement entered into between the Company and such Deferred Holder in respect of such Designated Company Restricted Stock as set forth in Schedule I and any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyersatisfied. If any Contingent Payments become Fees are received during the year 2001 or thereafter, which are payable hereunder before to the Designated Company Restricted Stock would have vested, such payments shall not be made unless and until the corresponding Designated Company Restricted Stock would have vested. If a holder of Designated Company Restricted Stock is terminated following Closing and, as a result of such termination, would have forfeited his or her Designated Company Restricted Stock, Buyer will repay to such Deferred Holder the lesser of (x) the original purchase price set forth in Schedule I, or (y) the then fair market value of such forfeited Designated Company Restricted Stock, in each case, as provided Seller pursuant to Section 2.09(a)(i), the terms Purchaser shall distribute those funds to the Seller within fifteen (15) days after the end of the Designated Company Restricted Stock agreement. In such case, any Contingent Payments related to Designated Company Restricted Stock that would have been vested by its terms as of such termination will continue to be paid subject to the terms of this Section 2.14applicable Dispute Resolution Period. 2.14.6. With respect to Contingent Payments made in respect of Vested Company Stock Options or Company Restricted Stock with respect to which a valid election under Section 83(b) of the Code has not been made, no payments shall be made following the 5th anniversary of the Closing unless the applicable Milestone to which such Contingent Payment relates constitutes a short-term deferral within the meaning of Section 409A of the Code, with any such payments that are made following the 5th anniversary of the Closing to be paid within the time period required so that such payments remain short-term deferrals. 2.14.7. After the Closing, no Company Holder may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of any Contingent Payments that becomes due and payable to such Company Holder in respect of such Company Holder’s Company Capital Stock in accordance with this Section 2.14, other than (i) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the right to receive any Contingent Payments or any portion thereof is to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in the case of Contingent Payments payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by a nationally recognized trust company; or (vi) to any Person, with Buyer’s consent. Any transfer in violation of this Section 2.14.13 shall be null and void and shall not be recognized by Buyer or the Surviving Corporation. 2.14.8. Any payments or portions thereof due hereunder that are not paid when due will accrue interest from the date due until paid at an annual rate equal to the lower of [ * ].

Contingent Payments. 2.14.1. (a) In addition to the Closing Payment payable pursuant to Section 2.7.3(a2.8(c)(i), Company Holders shall Sellers may be entitled to certain additional contingent payments from Buyer FibroGen after the Closing as and to the extent set forth in this Section 2.14 (each such additional payment, a “Contingent Payment”), subject to all the terms and conditions of this Section 2.142.13. 2.14.2. Buyer (b) FibroGen shall make the Contingent Payments described below in cash to the Paying Agent subject to and upon the occurrence of the following events amounts set forth in Column B of the table below [*] (each of such twelve (12) eventseach, a “Contingent Payment Development Milestone”), whether achieved by or on behalf ): Column A - Contingent Payment Development Milestone Column B - Contingent Payment (c) Each Seller shall be entitled to receive only such Seller’s Pro Rata Percentage of Buyer, the Surviving Corporation, or any of their respective Affiliates, or any Buyer Rights Successor, Contingent Payment (less any applicable Contingent Payment Deal Fees. The Paying Agent shall distribute such amounts to the Company Holders, as set forth in Schedule I, less (without duplication) any applicable Contingent Payment Deal Fees, with such disbursements paid through the payroll process of the Surviving Corporation or through the Paying Agent, as applicable, provided, however, that (a) with respect to any Deferred Holder (other than the [ * ] and the Designated Individuals), the Deferred Consideration of such Deferred Holder shall be payable only to the extent and in accordance with Schedule I or (b) with respect to any Deferred Holder that is a Designated Individual, such Deferred Holder’s Designated Individual Agreement, and, in each case, any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer: First Product Targeting [ * ] First Product Targeting [ * ] First Product Targeting [ * ] 1. Initiation of a Clinical Trial for a Product [ * ] [ * ] [ * ] [ * ] 2. Initiation of a Pivotal Trial for a Product [ * ] [ * ] [ * ] [ * ] 3. With respect to a Product, the earlier of (a) receipt of Marketing Approval in the U.S., and (b) (i) receipt of Marketing Approval from (A) the European Commission or (B) the applicable Regulatory Authority [ * ] and (ii) Price Approval [ * ]. [ * ] [ * ] [ * ] [ * ] 2.14.3. For the purposes of the Milestones above, [ * ]. 2.14.4. Each Contingent Payment is payable only once. In no event shall any of the Contingent Payments be paid more than once, regardless of the number of times the corresponding Milestone is achieved by or on behalf of Buyer, Surviving Corporation or any of their respective Affiliates, or any Buyer Rights Successor. In the event that (a) the first Clinical Trial that is Initiated for a Product is also a Pivotal Trial for such Product, then both Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable on the Initiation of such Clinical Trial, (b) at the time a Clinical Trial for a Product is Initiated, such Clinical Trial is not a Pivotal Trial, the Pivotal Trial for such Product shall be deemed to have occurred on the date on which an Approval Application is filed in respect of a Product with the appropriate Regulatory Authority in any country or jurisdiction and (c) Milestone No. 3 is achieved then Milestone Xx. 0 xxx Xxxxxxxxx Xx. 0 xxxxx xx payable upon such achievement of Milestone No. 3 to the extent not previously paid. [ * ]. 2.14.5. In the event of an Insolvency Event prior to the expiration of Buyer’s obligations set forth in Section 2.14.2, all Contingent Payments will be deemed to have been paid and a promissory note therefor issued by Buyer to the Shareholders’ Representative (to be held solely on behalf of the Company Holders and in its capacity as the Shareholders’ Representative) in the amount of such Contingent Payments 91 days prior to such Insolvency Event. 2.14.6. Commencing on the Closing Date and continuing until the earlier to occur of (i) expiration of Buyer’s obligations set forth in Section 2.14.9 and (ii) achievement of the last Milestone, Buyer shall provide the Shareholders’ Representative, within [ * ] following January 1st of each calendar year, with a written report summarizing in reasonable detail the status of the development of each Product with respect to which a Contingent Payment remains unpaid. Upon the Shareholders’ Representative’s reasonable request and in a frequency of no more than once per calendar year, representatives of Buyer that are familiar with the development status of each such Product shall meet with the Shareholders’ Representative in person, by phone or as otherwise may be mutually agreed, to discuss the development status of each such Product in reasonable detail. Notwithstanding Section 6.10, Buyer, Merger Sub and their respective Affiliates each agree that the Shareholders’ Representative may disclose the information disclosed hereunder to each Company Holder, and any Company Holder may disclose such information to any limited partners of such Company Holder subject to customary confidentiality obligations no less restrictive than the obligations set forth in Section 6.10 of this Agreement. 2.14.1. Within [ * ] of the occurrence of any Milestone set forth in Section 2.14.2, Buyer shall provide written notice to the Shareholders’ Representative that such Milestone has occurred. Within [ * ] after the occurrence of a Milestone, Buyer shall pay, or shall cause to be paid, to the Paying Agent for distribution to the Company Holders or to the Surviving Corporation for amounts to be paid through payroll an aggregate amount in cash equal to the amount of the applicable Contingent Payment in accordance with this Section 2.14. 2.14.2. Subject to the terms and conditions of (a) with respect to Deferred Holders (other than the [ * ] and the Designated Individuals), Schedule I or (b) with respect to Deferred Holders that are Designated Individuals, such Deferred Holder’s Designated Individual Agreement, each Company Holder shall be entitled to receive only the portion of any Contingent Payment as set forth in Schedule I (less such Company Holder’s Pro Rata Percentage of any applicable Contingent Payment Deal Fees) once such Contingent Payment becomes due and payable in accordance with this Section 2.142.13. 2.14.3. (d) No interest shall accrue or be paid on any portion of any Contingent Payment, except . (e) [*]. Except as otherwise expressly provided herein. For Tax purposes, however, set forth in the Parties agree that all payments made under first sentence of this Section 2.14 (other than to Designated Individuals) shall 2.13(e), by voting in favor of or consenting to the extent permitted Merger or by Applicable Law be reported as additional Merger Consideration surrendering or Option delivering a Letter of Transmittal to the Paying Agent, in exchange for Merger Consideration, as applicableeach Seller acknowledges that, except following the Closing, (a) there shall be no other diligence or other efforts, express or implied, required or imposed on the part of FibroGen, the Surviving Corporation or their respective Affiliates, licensees, or sublicensees in, and (b) it is the intention of the Parties that the development, manufacturing, marketing, commercial exploitation and sale of any Products shall be exercised by FibroGen, the Surviving Corporation or their Affiliates, licensees, sublicensees and transferees in accordance with its or their own business judgment and in their sole and absolute discretion, subject only to the extent such amounts are characterized first sentence of this Section 2.13(e). By voting in favor of or consenting to the Merger or by surrendering or delivering a Letter of Transmittal to the Paying Agent, in exchange for Merger Consideration, each Seller acknowledges, understands and agrees as interest for Tax purposes.follows: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 2.14.4. Following (i) Except as set forth in the Closing first sentence of this Section 2.13(e), FibroGen, the Surviving Corporation and continuing until their Affiliates, licensees, sublicensees and transferees shall have complete control and sole discretion with respect to the [ * ] development, commercial exploitation, marketing and sale of Products, and that this may have a material effect upon the achievability of the Closing DateContingent Payment Development Milestones and the payment of the Contingent Payments that may be payable hereunder and such control and discretion by XxxxxXxx, Buyer shallthe Surviving Corporation and their Affiliates, licensees, sublicensees and transferees could result in some or all of the Contingent Payments not being made despite meeting the obligation set forth in the first sentence of this Section 2.13(e). The Parties and the Sellers acknowledge that the achievement of the Contingent Payment Development Milestones is uncertain and that FibroGen, the Surviving Corporation and their Affiliates may not achieve results requiring the payment of any Contingent Payment at all, and shall cause its Affiliates it is therefore not assured that FibroGen will be required to pay any Contingent Payments; (including ii) That whether or not FibroGen, the Surviving CorporationCorporation or any of their Affiliates, licensees, sublicensees or transferees develop, market, commercially exploit or make any sales of any Product, FibroGen, the Surviving Corporation and their Affiliates, licensees, sublicensees or transferees are not prohibited from developing, manufacturing, marketing, selling or acquiring assets or businesses related to other products that may compete with a Product; (iii) and any Buyer Rights Successor to, use Commercially Reasonable Efforts to achieve each of the Milestones. Subject to the foregoing obligation to use Commercially Reasonable Efforts, neither Buyer, Merger Sub Neither FibroGen nor any of their respective its Affiliates or Representatives has furnished or provided provided, whether written or oral, any assurances assurance or commitments regarding the achievability of the condition to the payment of any of the Contingent Payments set forth in this Section 2.14 2.13 or the likelihood thereof, and each Seller expressly disclaims any rights with respect to any such assurances or commitments; (iv) Neither FibroGen, the Surviving Corporation nor any of their Affiliates shall be liable to any Seller for any consequential or punitive damages arising out of the failure to satisfy the conditions to the payment of any Contingent Payment set forth in Section 2.13, whether Liability is asserted in tort or contract, or otherwise. 2.14.5(f) [*]. (g) [*] (each such report, an “Update Report”); provided, however, that if development of all Products has been discontinued, then no further Update Report shall be required other than the Update Report detailing such discontinuation. With respect Within [*], if the Sellers’ Representative has reasonable inquiries regarding the status of the activities described in such Update Report, the Sellers’ Representative may request a meeting with FibroGen to discuss such Update Report, and FibroGen shall make available an executive employee with appropriate expertise and knowledge of the activities undertaken to achieve the Contingent Payments Payment Development Milestones, as FibroGen may reasonably deem appropriate, to respond to questions posed by the Seller’s Representative. [*]. (h) FibroGen shall be permitted to make any withholding or deduction required by Law from payments made under this Option Agreement; [*]. To the extent that any such amounts are so deducted or withheld and remitted to the appropriate Governmental Entity in accordance with applicable Law, such amounts will be treated for all purposes of this Option Agreement as having been paid to the Person in respect of Designated Company Restricted Stockwhich such deduction and withholding was made. If applicable Law requires the withholding of Taxes, Contingent Payments FibroGen shall only be made [*] submit to the extent such Designated Company Restricted Stock would be vested pursuant to the terms of the Designated Company Restricted Stock agreement entered into between the Company and such Deferred Holder in respect applicable payee an official tax certificate or other evidence of such Designated Company Restricted Stock as set forth in Schedule I withholding that is reasonably available to FibroGen to enable such holder to claim such payment of Taxes from any applicable Governmental Entity. Notwithstanding the foregoing, if FibroGen takes any FibroGen Tax Action after the date of this Option Agreement, and any such amounts to which a Deferred Holder does not become entitled shall be retained by Buyer. If any Contingent Payments become payable hereunder before the Designated Company Restricted Stock would have vested, such payments shall not be made unless and until the corresponding Designated Company Restricted Stock would have vested. If a holder of Designated Company Restricted Stock is terminated following Closing and, solely as a result of such terminationFibroGen Tax Action, would have forfeited his FibroGen is required to withhold Taxes from or her Designated Company Restricted Stock, Buyer will repay to in respect of any amount payable under this Option Agreement and such Deferred Holder Taxes exceed the lesser amount of (x) the original purchase price set forth in Schedule I, or (y) the then fair market value of such forfeited Designated Company Restricted Stock, in each case, as provided pursuant to the terms of the Designated Company Restricted Stock agreement. In such case, any Contingent Payments related to Designated Company Restricted Stock Taxes that would have been vested by its terms as of such termination will continue required to be paid subject withheld absent such FibroGen Tax Action, the amount payable under this Option Agreement shall be increased by the amount necessary so that after making all required withholdings (including withholdings on additional amounts payable) the applicable holder receives an amount equal to the terms of sum it would have received had no such FibroGen Tax Action occurred. [*] = Certain confidential information contained in this Section 2.14.document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 2.14.6. With respect to Contingent Payments made in respect of Vested Company Stock Options or Company Restricted Stock with respect to which a valid election under Section 83(b(i) of the Code has not been made, no payments shall be made following the 5th anniversary of the Closing unless the applicable Milestone to which such Contingent Payment relates constitutes a short-term deferral within the meaning of Section 409A of the Code, with any such payments that are made following the 5th anniversary of the Closing to be paid within the time period required so that such payments remain short-term deferrals. 2.14.7. After the Closing, no Company Holder Seller may sell, exchange, transfer or otherwise dispose of his, her or its right to receive any portion of any Contingent Payments that becomes due and payable to such Company Holder in respect of such Company Holder’s Company Capital Stock in accordance with this Section 2.142.13, other than (i) upon death by will or intestacy; (ii) by instrument to an inter vivos or testamentary trust in which the right to receive any Contingent Payments or any portion thereof is to be passed to beneficiaries upon the death of the trustee; (iii) made pursuant to a court order; (iv) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; (v) in the case of Contingent Payments payable to a nominee, from a nominee to a beneficial owner (and, if applicable, through an intermediary) or from such nominee to another nominee for the same beneficial owner, in each case as allowable by a nationally recognized trust companythe Depositary Trust Company; (vi) in the case of an entity, to any Affiliate of such entity; or (vivii) to any Person, with BuyerFibroGen’s consentconsent (which shall not be unreasonably withheld, conditioned or delayed). Any transfer in violation of this Section 2.14.13 2.13(i) shall be null and void and shall not be recognized by Buyer FibroGen or the Surviving Corporation. 2.14.8. Any (j) Subject to Section 483 of the Code or as otherwise required by law, any payments or portions thereof due hereunder that are not paid when due will accrue interest from made pursuant to this Section 2.13 shall be treated by the date due until paid at Parties as an annual rate equal adjustment to the lower of [ * ]purchase price for Tax purposes.