Common use of INITIAL PAYMENT AND MILESTONES Clause in Contracts

INITIAL PAYMENT AND MILESTONES. 3.1 In consideration of the rights granted under this Agreement, Diaxonhit shall pay to XDx the non-creditable Initial Payment comprising the following: (A) three hundred and eighty seven thousand five hundred Euros (€387,500) in immediately available funds (“the Initial Cash Payment”) on the Effective Date; and (B) three hundred and eighty seven thousand five hundred Euros (€387,500) in DHT Shares (the “Initial Equity Payment”) upon confirmation that the CE Xxxx is in place that covers the Designated Products in the European Union (the “CE Approval”). 3.2 In addition, during the Term, Diaxonhit shall pay XDx the following milestone payments (“Milestone Payments”): (A) [***] Euros (€[***]) in immediately available funds and *** Euros (€[***]) in DHT shares (the “Milestone 1 Equity Payment”) at the end of first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros (€[***]) (the “Milestone 1”); (B) [***] Euros (€[***]) in immediately available funds and [***] Euros (€[***]) in DHT Shares (the “Milestone 2 Equity Payment”) at the end of first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros (€[***]) (the “Milestone 2”); (C) [***] Euros (€[***]) in immediately available funds and [***] Euros (€[***]) in DHT Shares (the “Milestone 3 Equity Payment”) at the end of first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros €[***] (the “Milestone 3”); and (D) [***] Euros (€[***]) in immediately available funds and [***] Euros (€[***]) in DHT Shares (the “Milestone 4 Equity Payment”) at the end of the first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros €[***] (the “Milestone 4”). 3.3 For the avoidance of doubt, as used in Section 3.2 herein, any “12 month period” shall mean a calendar month beginning on the first day of the first month and ending on the last day of the 12th month during such period. 3.4 In the event two (2) or more Milestone Payments are triggered within the same twelve (12) month period, then both (or all, as applicable) of such Milestone Payments shall be due concurrently. 3.5 Where an amount is to be paid by Diaxonhit in cash or cleared funds under this Agreement, that payment will be made by bank transfer to an account directed by XDx in immediately available funds. 3.6 Where an amount is to be paid in DHT Shares pursuant to clauses 3.1 and 3.2, the relevant DHT Shares shall be issued to XDx in accordance with Schedule 4 and sales thereof shall be without any restriction, other than XDx undertakes and agrees that it may sell, on each single day, a maximum total number of DHT Shares not exceeding 25% of the total number of shares of Diaxonhit traded during the relevant day in order to avoid price disturbance in the public market where DHT Shares are traded. Diaxonhit undertakes to use its best efforts to assist XDx in connection with the sale by XDx of its DHT Shares on the relevant market. 3.7 For the purpose of this Section 3: (i) XDx shall promptly notify Diaxonhit of the satisfaction of the CE Approval (the “CE Notification”), in which case Diaxonhit shall: (a) calculate pursuant to Schedule 4 the total number of (i) Warrants (as defined in Schedule 4) exercisable by XDx and (ii) underlying DHT Shares which may be subscribed by XDx upon exercise of such Warrants, and (b) prepare and provide to XDx a draft exercise form (bulletin d’exercice) for the relevant Warrants (the “Subscription Form”). (ii) No later than on the 20th Working Day of each Quarter, Diaxonhit shall calculate the total amount of the Net Sales generated during the preceding four (4) Quarters based on the Royalty Reports (as defined in clause 13.2) for the relevant Quarters and, in case of satisfaction of the Milestone 1, Milestone 2, Milestone 3 and/or Milestone 4 pursuant to clause 3.2 during the relevant Quarters, shall so notify XDx (in each case, a “Milestone Notification”). Diaxonhit shall: (a) calculate pursuant to Schedule 4 and specify in each Milestone Notification: the total number of (i) Warrants (as defined in Schedule 4) exercisable by XDx and (ii) underlying DHT Shares which may be subscribed by XDx upon exercise of such Warrants, and (b) prepare and attach to each Milestone Notification to be provided to XDx the applicable draft Subscription Form. XDx shall: (i) upon issuance of the CE Notification or receipt of the Milestone Notification, as applicable, invoice Diaxonhit for the relevant cash and equity payments due by XDx to Diaxonhit pursuant to clause 3.1 or 3.2, as applicable, and (ii) upon receipt of the Subscription Form, complete, execute and notify to Diaxonhit the Subscription Form; provided that, as regards the equity payments due by Diaxonhit, should the Total Market Value (as defined below) of the DHT Shares to be issued upon exercise of all Initial Warrants, all M1 Warrants, all M2 Warrants, all M3 Warrants or all M4 Warrants, as applicable, is inferior to the amount of the Initial Equity Payment, the Milestone 1 Equity Payment, the Milestone 2 Equity Payment, the Milestone 3 Equity Payment or the Milestone 4 Equity Payment, as applicable, Diaxonhit shall pay in cleared funds to XDx an additional cash amount “F” calculated as follows: F = P – TMV where: - “P” is equal to the amount of the Initial Equity Payment, the Milestone 1 Equity Payment, the Milestone 2 Equity Payment, the Milestone 3 Equity Payment or the Milestone 4 Equity Payment, as applicable, set forth in clause 3.1 or 3.2, as applicable,

INITIAL PAYMENT AND MILESTONES. 3.1 In consideration of the rights granted under this Agreement, Diaxonhit shall pay to XDx the non-creditable Initial Payment comprising the following: (A) three hundred and eighty seven thousand five hundred [***] Euros (€387,500[***] ) in immediately available funds (“the Initial Cash Payment”) on the Effective Date; and (B) three hundred and eighty seven thousand five hundred [***] Euros (€387,500[***]) in DHT Shares (the “Initial Equity Payment”) upon confirmation that the CE Xxxx is in place that covers the Designated Products in the European Union (the “CE Approval”). 3.2 In addition, during the Term, Diaxonhit shall pay XDx the following milestone payments (“Milestone Payments”): (A) [***] Euros (€[***]) in immediately available funds and *** Euros (€[***]) in DHT shares (the “Milestone 1 Equity Payment”) at the end of first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros (€[***]) (the “Milestone 1”); (B) [***] Euros (€[***]) in immediately available funds and [***] Euros (€[***]) in DHT Shares (the “Milestone 2 Equity Payment”) at the end of first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros (€[***]) (the “Milestone 2”); (C) [***] Euros (€[***]) in immediately available funds and [***] Euros (€[***]) in DHT Shares (the “Milestone 3 Equity Payment”) at the end of first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros €[***] (the “Milestone 3”); and (D) [***] Euros (€[***]) in immediately available funds and [***] Euros (€[***]) in DHT Shares (the “Milestone 4 Equity Payment”) at the end of the first 12 month period during the Term where the Net Sales in the Territory exceeds [***] Euros €[***] (the “Milestone 4”). 3.3 For the avoidance of doubt, as used in Section 3.2 herein, any “12 month period” shall mean a calendar month beginning on the first day of the first month and ending on the last day of the 12th month during such period. 3.4 In the event two (2) or more Milestone Payments are triggered within the same twelve (12) month period, then both (or all, as applicable) of such Milestone Payments shall be due concurrently. 3.5 Where an amount is to be paid by Diaxonhit in cash or cleared funds under this Agreement, that payment will be made by bank transfer to an account directed by XDx in immediately available funds. 3.6 Where an amount is to be paid in DHT Shares pursuant to clauses 3.1 and 3.2, the relevant DHT Shares shall be issued to XDx in accordance with Schedule 4 and sales thereof shall be without any restriction, other than XDx undertakes and agrees that it may sell, on each single day, a maximum total number of DHT Shares not exceeding 25% of the total number of shares of Diaxonhit traded during the relevant day in order to avoid price disturbance in the public market where DHT Shares are traded. Diaxonhit undertakes to use its best efforts to assist XDx in connection with the sale by XDx of its DHT Shares on the relevant market. 3.7 For the purpose of this Section 3: (i) XDx shall promptly notify Diaxonhit of the satisfaction of the CE Approval (the “CE Notification”), in which case Diaxonhit shall: (a) calculate pursuant to Schedule 4 the total number of (i) Warrants (as defined in Schedule 4) exercisable by XDx and (ii) underlying DHT Shares which may be subscribed by XDx upon exercise of such Warrants, and (b) prepare and provide to XDx a draft exercise form (bulletin d’exercice) for the relevant Warrants (the “Subscription Form”). (ii) No later than on the 20th Working Day of each Quarter, Diaxonhit shall calculate the total amount of the Net Sales generated during the preceding four (4) Quarters based on the Royalty Reports (as defined in clause 13.2) for the relevant Quarters and, in case of satisfaction of the Milestone 1, Milestone 2, Milestone 3 and/or Milestone 4 pursuant to clause 3.2 during the relevant Quarters, shall so notify XDx (in each case, a “Milestone Notification”). Diaxonhit shall: (a) calculate pursuant to Schedule 4 and specify in each Milestone Notification: the total number of (i) Warrants (as defined in Schedule 4) exercisable by XDx and (ii) underlying DHT Shares which may be subscribed by XDx upon exercise of such Warrants, and (b) prepare and attach to each Milestone Notification to be provided to XDx the applicable draft Subscription Form. XDx shall: (i) upon issuance of the CE Notification or receipt of the Milestone Notification, as applicable, invoice Diaxonhit for the relevant cash and equity payments due by XDx to Diaxonhit pursuant to clause 3.1 or 3.2, as applicable, and (ii) upon receipt of the Subscription Form, complete, execute and notify to Diaxonhit the Subscription Form; provided that, as regards the equity payments due by Diaxonhit, should the Total Market Value (as defined below) of the DHT Shares to be issued upon exercise of all Initial Warrants, all M1 Warrants, all M2 Warrants, all M3 Warrants or all M4 Warrants, as applicable, is inferior to the amount of the Initial Equity Payment, the Milestone 1 Equity Payment, the Milestone 2 Equity Payment, the Milestone 3 Equity Payment or the Milestone 4 Equity Payment, as applicable, Diaxonhit shall pay in cleared funds to XDx an additional cash amount “F” calculated as follows: F = P – TMV where: - “P” is equal to the amount of the Initial Equity Payment, the Milestone 1 Equity Payment, the Milestone 2 Equity Payment, the Milestone 3 Equity Payment or the Milestone 4 Equity Payment, as applicable, set forth in clause 3.1 or 3.2, as applicable,