Common use of EXIT ARRANGEMENTS Clause in Contracts

EXIT ARRANGEMENTS. 5 In addition, Licensee will issue to Licensor, without further consideration, such amount of additional Shares of the class issued pursuant to the above section necessary to ensure that the total number of Shares issued to Licensor does not represent less than […]% ([…] percent) of the Shares issued and outstanding on a fully diluted basis at any time through the completion of issuance of all shares to be issued in connection with the First Round of bona fide equity investment in Licensee from a single or group of investors which is both (i) at least EUR […] ([...] Euro)in size and (ii) at a price per share which, when applied to stock actually outstanding immediately after such round, implies a post-financing equity valuation of Licensee of at least EUR […] ([...] Euro) (provided that if more than EUR […]([...] Euro) is raised as of such time, the calculation of Licensor’s percentage ownership shall be determined as if only EUR […]([...] Euro) was raised). For the purpose of this provision, a “First Round” is a bona fide round of equity, warrant, option or convertible equity investment which includes all the tranches prior to the completion of the financing. This right will expire upon the issuance of all Shares to be issued in connection with such First Round, but will apply to all Shares to be issued in or in connection with such First Round. This section provides for a specific arrangement to avoid dilution of Licensor/Licensor as shareholder of Licensee. It should be reviewed on a case-by-case basis whether this arrangement is desirable (and if so, in what form). Dependent on the factual circumstances, a dilution of Licensor/Licensor’s share interest could be logical and reasonable, e.g. if new shares are issued for cash, and on the basis of a valuation that is well in excess of the value attributed to the shares issued to Licensor. If so desired, the term ‘Fully Diluted’ or ‘on a fully diluted basis’ can be specifically defied. In general, the term “on a fully diluted basis” is used to reflect that, for the purpose of calculating shareholding ratios, it is assumed that that outstanding rights to acquire shares (e.g. warrants, share options, convertible loans) have been exercised.

EXIT ARRANGEMENTS. 5 In addition, Licensee will issue to Licensor, without further consideration, such amount of additional Shares of the class issued pursuant to the above section necessary to ensure that the total number of Shares issued to Licensor does not represent less than […]% ([…] percent) of the Shares issued and outstanding on a fully diluted basis at any time through the completion of issuance of all shares to be issued in connection with the First Round of bona fide equity investment in Licensee from a single or group of investors which is both (i) at least EUR […] ([...] Euro)in size and (ii) at a price per share which, when applied to stock actually outstanding immediately after such round, implies a post-financing equity valuation of Licensee of at least EUR […] ([...] Euro) (provided that if more than EUR [[ …]([...] Euro) is raised as of such time, the calculation of Licensor’s percentage ownership shall be determined as if only EUR […]([...] Euro) was raised). For the purpose of this provision, a “First Round” is a bona fide round of equity, warrant, option or convertible equity investment which includes all the tranches prior to the completion of the financing. This right will expire upon the issuance of all Shares to be issued in connection with such First Round, but will apply to all Shares to be issued in or in connection with such First Round. This section provides for a specific arrangement to avoid dilution of Licensor/Licensor as shareholder of Licensee. It should be reviewed on a case-by-case basis whether this arrangement is desirable (and if so, in what form). Dependent on the factual circumstances, a dilution of Licensor/Licensor’s share interest could be logical and reasonable, e.g. if new shares are issued for cash, and on the basis of a valuation that is well in excess of the value attributed to the shares issued to Licensor. If so desired, the term ‘Fully Diluted’ or ‘on a fully diluted basis’ can be specifically defied. In general, the term “on a fully diluted basis” is used to reflect that, for the purpose of calculating shareholding ratios, it is assumed that that outstanding rights to acquire shares (e.g. warrants, share options, convertible loans) have been exercised.