Common use of Milestone Payments Clause in Contracts

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In From and after the Closing Date but prior to the expiration of the Put Option Period (the “Post-Closing Milestone Period”), in addition to the consideration set forth in Section 1.6(c) above, in the event that any Sellers believe that any (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone has been achieved on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment additional amount payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesMilestone in cash or, at Purchaser’s sole election, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days shares of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month periodStock, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the Post-Closing Assessment Notice“Milestone Payments”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, then Purchaser shall deliver a dispute promptly provide written notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that specifying the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay the applicable Milestone Payment to Sellers those amounts within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.11. In the Post-Closing Assessment Notice no later than five event of a Change of Control of Purchaser, Purchaser agrees to either (5a) days after cause the expiration acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments subject to the terms and conditions set forth herein or (b) accelerate the remaining Milestone Payments such fifteen (15) day time periodthat the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.

Milestone Payments. In With respect to each Licensed Gene Target, Akouos shall make development and sales milestone payments in the amounts corresponding to the achievement by either Akouos or its Affiliate or by any of its Sublicensees of the development and sales milestones set forth on Schedule B and shall pay the Pass- Through Sublicense Execution Milestone set forth on Schedule B to Lonza in connection with the execution of any Pass-Through Sublicense. Within [**] after achievement of any such milestone event by Akouos or any of its Affiliates or within [**] after receiving notice from any of its Sublicensees that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone sales or development milestone event has been achieved, Purchaser as the case may be, Akouos shall notify Sellers’ Representative Lonza of such achievement in writing and Lonza shall issue Akouos an invoice for the amount of the corresponding milestone payment as determined by Section 3.6, which invoice Akouos shall pay or cause to be paid within [**] following its receipt thereof. Each milestone payment shall be payable only once upon the first achievement of such milestone with respect to each Licensed Gene Target by Akouos or any of its determination Affiliates or Sublicensees (other than by Sublicensees pursuant to a Pass-Through Sublicense), and pay to Sellers the Additional Milestone Payment payable in respect no amount shall be due for subsequent or repeated achievements of such Additional Milestone. If Sellers’ Representative delivers milestone with respect to such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all Licensed Gene Target by Akouos or any portion of an Additional Milestone Payment hereunder which they have not received within thirty its Affiliates or Sublicensees (30) days following the achievement of the Additional Milestone other than by Sublicensees pursuant to a Pass-Through Sublicense), even if multiple Licensed Products are directed to a particular Licensed Gene Target or if a Licensed Product directed to a particular Licensed Gene Target is developed for which payment is due, Sellers’ Representative may, not later than twelve (12) months following multiple indications. With respect to the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted milestones by Sublicensees pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within Pass-Through Sublicense, each milestone payment shall be payable each time such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment milestone is achieved by such a Sublicensee with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration each Licensed Gene Target, regardless of the Post-Closing Milestone Period without affecting Sellers’ rights number of times the milestone is achieved by such Sublicensee with respect to the applicable Milestone Paymentsame Licensed Gene Target. For the avoidance of doubt, provided that that applicable Additional Milestone was actually achieved prior to only Net Sales of Licensed Products for which any royalties are payable under Section 3.3 shall be used for determining whether the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as sales milestones set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has Schedule B have been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodmet.

Milestone Payments. In Subject to the terms and conditions of this Agreement, MERCK shall pay to ALNYLAM HOLDING a milestone payment of [**] Dollars ($[**]), and shall purchase [**] Dollars ($[**]) of ALNYLAM HOLDING Series C Convertible Preferred Stock upon the terms and conditions set forth in the Stock Purchase Agreement upon ALNYLAM's achievement of the Technology Collaboration Milestone. ALNYLAM shall notify the JSC and shall prepare and deliver a data package for presentation to the JSC when ALNYLAM determines that it has achieved the Technology Collaboration Milestone. Within fifteen (15) business days following receipt of such data package, the JSC shall convene to review the data package and determine whether the data is sufficient to conclude that the Technology Collaboration Milestone has been achieved. If the JSC determines that there is not sufficient data to support the conclusion that the Technology Collaboration Milestone has been achieved, the JSC shall provide written notice to ALNYLAM of same, which notice shall specify all additional data that the JSC determines in good faith is necessary to make the data package sufficient to conclude that the Technology Collaboration Milestone has been achieved. Thereafter, ALNYLAM shall either submit the additional data to the JSC or notify the JSC that the sufficiency of the data is in dispute. Any additional data provided by ALNYLAM at the JSC's request shall be reviewed by the JSC within ten (10) business days following the JSC's receipt thereof. If the JSC determines there is sufficient data to support the conclusion that the Technology Collaboration Milestone has been achieved, the MERCK members of the JSC shall have thirty (30) days to conduct an internal review of the data package with MERCK's management and promptly thereafter and in any event no later than ten (10) business days following the expiration of MERCK's internal review period, the JSC shall determine whether the Technology Collaboration Milestone has been achieved. If the JSC determines that any Sellers believe that any Additional the Technology Milestone has been achieved, then MERCK shall make the milestone payment and purchase the Series C Convertible Preferred Stock as set forth in this Section 5.1.4 within ten (10) business days of such determination. If MERCK or ALNYLAM disputes the sufficiency of the data presented to the JSC or the determination of the JSC as to whether the Technology Collaboration Milestone has been achieved during or the Post-Closing JSC fails, or the MERCK members of the JSC fail, to take action within the time periods above, then the Parties shall be deemed to have a Technology Milestone PeriodDispute (the "TECHNOLOGY MILESTONE DISPUTE") which shall be resolved as follows: In the event of a Technology Milestone Dispute, the Sellers’ Representative Parties agree that such Technology Milestone Dispute shall provide notice be submitted to the President of such achievement to PurchaserMERCK Research Laboratories and the CEO of ALNYLAM for resolution. If Purchaser determines in its sole such President and reasonable discretion that such Additional CEO cannot reach an agreement regarding the Technology Milestone has been achieved during the Post-Closing Milestone Period, then Dispute within thirty (30) days days, then it shall be submitted to arbitration by either Party pursuant to Section 9.7 of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser this Agreement. The milestone payments shall notify Sellers’ Representative of its determination and pay to Sellers be payable only upon the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the initial achievement of the Additional Technology Collaboration Milestone and no amounts shall be due hereunder for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the subsequent or repeated achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodmilestone.

Milestone Payments. In For each Target, Surface shall report in writing to Adimab the achievement of each event that any Sellers believe that any Additional (each, a “Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30Event”) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay the corresponding development milestone payment (each, a “Milestone Payment”) to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesAdimab, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, each within thirty (30) [***] days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following after the achievement of the Additional corresponding milestone event in the following table (whether achieved by or on behalf of Surface or its Affiliates or any other entity acting on behalf of any of them or having received a license, sublicense or other rights from any of the foregoing with respect to a Licensed Product): CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT Milestones Payments are payable one time only per Licensed Product, the first time each is achieved for such Licensed Product. If a subsequent Milestones Event is achieved for any Licensed Product without a prior Milestone Event having been achieved for which payment is duethat Licensed Product, Sellers’ Representative may, not later than twelve (12) months following then Surface shall pay the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (for such previous Milestone Event along with the “Post-Closing Assessment Notice”)payment for the most recently achieved Milestone Event. If Sellers’ Representative does not deliver to Purchaser Notwithstanding the foregoing, if a Post-Closing Assessment *** Portions of this page have Milestone Payment has been omitted pursuant paid by Surface with respect to a request for Confidential Treatment filed separately with Product that is then abandoned prior to the Commission. Notice within such twelve (12) month periodreceipt of Marketing Approval by Surface, and Surface subsequently elects to research, develop and commercialize a back-up Product against the same Target, then Sellers no Milestone Payment shall have been deemed to agree that the Additional be due for such previously paid Milestone has not been met and no payment Payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Postback-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodup Product.

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no No later than five (5) days Business Days after the expiration occurrence of an event described in this Section 2.04, the Purchaser shall deposit in the Purchase Price Bank Account the applicable payment associated with such event as specified below (any such payment, a “Milestone Payment”), less any withholding of Taxes required by applicable Law (provided that the Purchaser and BSC shall cooperate in good faith to determine the amount of any such Taxes required to be withheld); provided that if the event described in Section 2.04(a) occurs prior to the Closing Date, the Purchaser shall deposit in the Purchase Price Bank Account on the Closing Date the Milestone Payment applicable to such event: (a) $50,000,000 if (i) the FDA provides written notification of clearance of the 510(k) submission for the TargetTM Detachable Coils provided to the Purchaser by BSC prior to the date of this Agreement; provided that the parties agree that any deviations from such form in the written notification of such fifteen clearance from the FDA shall be disregarded for purposes of this Section 2.04(a) to the extent such deviations would not change the indications for use contained in such 510(k) submission and otherwise would not materially and adversely delay or affect the Purchaser’s ability to market and sell TargetTM Detachable Coils (15it being agreed that any requirement that post-market clinical trials be conducted will not by itself constitute a material and adverse effect for this purpose), and (ii) day time periodBSC has at least 3,500 units of TargetTM Detachable Coils in inventory that comply with, and are available to be delivered pursuant to, the terms of the Supply Agreement; (b) $15,000,000 following the completion of the Cork Separation Activities (as such term is defined in the Separation Agreement) in accordance with the terms of the Separation Agreement, which may occur prior to the Cork Manufacturing Transfer Date; (c) $15,000,000 following the occurrence of the Cork Manufacturing Transfer Date in accordance with the terms of the Separation Agreement; (d) $10,000,000 following the occurrence of the Fremont Manufacturing Transfer Date in accordance with the terms of the Separation Agreement; and (e) $10,000,000 following the occurrence of the West Valley Manufacturing Transfer Date in accordance with the terms of the Separation Agreement.

Milestone Payments. (a) In partial consideration of the License, Company will pay to Penn the applicable milestone payment listed in the table below after the first achievement of each milestone event for each Licensed Product. Company will provide Penn with written notice within [**] days after achieving each milestone. Receipt of IND Approval for a Licensed Product $100,000 (Waived) Initiation of Phase II clinical trial for a Licensed Product $100,000 [**] [**] [**] [**] [**] [**] First calendar year in which Sales exceed $[**] [**] First calendar year in which Net Sales exceed $[**] [**] “Initiation” of a clinical trial means dosing the first patient in such trial in accordance with the trial protocol. For the sake of clarity, Milestone Events are cumulative. Achievement of a Milestone Event with respect to a Licensed Product triggers all prior milestones with respect to such Licensed Product unless previously triggered and paid. (b) Notwithstanding anything in Section 3.4(a) to the contrary, if development of a Licensed Product for a particular indication in the Field of Use ceases (a “Failed Product”), and development of a next Licensed Product for the same indication (“Follow-On Product”) subsequently commences or continues, then any of the Milestone Payments previously made by Company in connection with such Failed Product shall be fully creditable against the repeated achievement of such milestone event by such Follow-On Product to achieve such milestone event. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodCompany files an IND before December 31, 2006, the Sellers’ Representative shall provide notice Milestone Payment for Receipt of such achievement IND Approval will be waived by Penn. In the event that Company files an IND after December 31, 2006, but before July 1, 2007, the payment Milestone Payment for Receipt of IND Approval will be reduced to Purchaser$[**]. If Purchaser determines in its sole and reasonable discretion In addition, any License Maintenance Fee paid within the same year that such Additional one or more Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Payments are due will be creditable toward any applicable Milestone Payment payable with respect to any Licensed Product in respect the Field of Use within a year after the date on which such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, License Maintenance Fee payment was due. (c) The Milestone Payments set forth in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser this Section 3.4 shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the be payable upon achievement of the Additional corresponding milestone event by Company or any of its Affiliates or sublicensees; provided that any such Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the Payments payable based upon achievement of such Additional Milestone, deliver the corresponding milestone event by a third party sublicensee shall be subtracted from Sublicense Income for purposes of determining the Sublicense Fees payable to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted Penn pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodSection 3.8.

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall BMPI will provide Luitpold written notice of such the achievement to Purchaser. If Purchaser determines in its sole of each of the milestone events (a) and reasonable discretion that such Additional Milestone has been achieved during (b) set forth below and Luitpold shall pay the Post-Closing Milestone Period, then relevant milestone amounts within thirty (30) days of such notice. Luitpold shall provide BMPI written notice from Sellers’ Representative orwithin thirty (30) days of the achievement of each of the milestone events (c)-(h) set forth below and Luitpold shall pay the relevant amounts to BMPI as milestone payments with such notice; provided, if earlierhowever, that Luitpold shall be required to pay such amounts if, and only if, its achievement of the applicable milestone obligates BMPI to make a milestone payment to any Licensor: (a) Fifteen Million Dollars ($15,000,000) within thirty (30) days after the date on which regulatory approval is first received in the United States to market the Licensed Products in the Field of Use, of which ** shall be payable for the rights granted under the Licensed Patents identified with an asterisk (*) on Exhibit A and ** shall be payable for the rights granted under the Licensed Patents not identified with an asterisk (*) on Exhibit A; ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (b) Five Million Dollars ($5,000,000) on the second anniversary of the Approval Date of which ** shall be payable for the rights granted under the Licensed Patents identified with an asterisk (*) on Exhibit A and ** shall be payable for the rights granted under the Licensed Patents not identified with an asterisk (*) on Exhibit A; (c) upon filing an Investigational New Drug Application or an equivalent foreign filing for regulatory approval of a Licensed Product in the Field of Extended Use; (d) upon initiation of a Phase III or pivotal clinical trial, as "Phase III" is defined by Title 21: chapter 1 - Food and Drug Administration, Department of Health and Human Services for a Licensed Product in the Field of Extended Use; (e) upon filing a Biologies License Application or an equivalent foreign filing for a Licensed Product in the Field of Extended Use; (f) upon receipt of FDA approval to market a Licensed Product in the Field of Extended Use; (g) on the first anniversary of receipt of FDA approval to market a Licensed Product in the Field of Extended Use; and (h) on the second anniversary of receipt of FDA approval to market a Licensed Product in the Field of Extended Use. Luitpold shall provide BMPI with written notice of the achievement of any milestone, accompanied by the applicable milestone payment, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following after the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement milestone. Milestones (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve c) through (12h) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed achieved by Luitpold if achieved by Luitpold, an Affiliate of Luitpold, a Distributor, or an agent or contractor of Luitpold, an Affiliate or a Distributor. In the event Luitpold pays for any milestone payment described in (c) through (e) above, BMPI will be obligated to be accepted and Purchaser shall pay refund such individual milestone payment(s) to Sellers those amounts set forth in Luitpold if BMPI subsequently achieves any or all of the Post-Closing Assessment Notice no later than five (5) days after same milestones that, but for Luitpold's previous payment of the expiration of such fifteen (15) day time periodsame milestone, would have triggered a milestone payment obligation from BMPI to a Licensor.

Milestone Payments. In As further consideration for the sale and transfer of the Acquired Assets, BII shall pay to MabVax Therapeutics Holdings Inc. the following one-time, milestone payments (each a “Milestone Payment”) set forth below upon the first occurrence of the applicable milestone event with respect to the first BII Product, provided that any Sellers believe each such Milestone Payment shall be due only once. Each Milestone Payment shall be due and payable to MabVax Therapeutics Holdings Inc. within [***] Business Days after receipt of an Invoice from MabVax Therapeutics Holdings Inc., which shall be provided to BII as soon as practicable after BII has notified MabVax Therapeutics Holdings Inc. that any Additional Milestone the particular milestone event has been achieved (whether achieved by or on behalf of BII or any of its Affiliates or Sublicensees). BII will notify MabVax Therapeutics Holdings Inc. within [***] Business Days after it becomes aware of the achievement of any milestone event for which a payment to MabVax Therapeutics Holdings Inc. is required under this Section 5.3. It is hereby understood that each Milestone Payment shall be paid [***]. Start of Development of the first BII Product [***] Initiation of first Phase I Clinical Trial [***] [***] Initiation of first Phase III Clinical Trial [***] [***] First Commercial Sale [***]in a Major Market [***] The Milestone Payment for the First Commercial Sale [***] in a Major Market shall be payable [***], for the first Calendar Year in which the First Commercial Sale milestone event is achieved [***]. [***]. The First Commercial Sale Milestone Payment shall be paid together with the Earn-Out-Payment of the Calendar Quarter during which the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone First Commercial Sale milestone event has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. (a) In addition to the event that license fee payable under Section 4.1 (i) upon the initiation of the first [REDACTED] Clinical Trial for the first Product for which [REDACTED] Clinical Trials are undertaken by ICN or any Sellers believe that of its Affiliates or any Additional Sublicensee, ICN will make a one-time payment to Metabasis in the amount of [REDACTED]; (ii) upon the initiation of the first [REDACTED] Clinical Trial for the first Product for which [REDACTED] Clinical Trials are undertaken by ICN or any of its Affiliates or any Sublicensee, ICN will make a one-time payment to Metabasis in the amount of [REDACTED]; (iii) upon the filing of the first [REDACTED] for the first Product for which an [REDACTED] by ICN or any of its Affiliates or any Sublicensee, ICN will make a one-time payment to Metabasis in the amount of [REDACTED]; (iv) upon the first approval by the [REDACTED] for the first Product in respect of which an [REDACTED], ICN will make a one-time payment to Metabasis in the amount of [REDACTED]; and (v) upon the [REDACTED] of a Product by ICN or any of its Affiliates or any Sublicensee in a Major Market Country, ICN will make a one-time payment to Metabasis in the amount of [REDACTED]. (b) Each Milestone has been achieved during Payment due under Section 4.2(a) will be due only once for the Post-Closing first Product in respect of which the indicated Milestone Periodoccurs, regardless of the Sellers’ Representative shall provide notice substitution for the Licensed Compound of such achievement a Substitute Compound pursuant to PurchaserArticle III. If Purchaser determines ICN will promptly notify Metabasis in its sole writing of the occurrence of each Milestone and reasonable discretion that such Additional make all Milestone has been achieved during the Post-Closing Milestone Period, then Payments within thirty (30) days after the occurrence of such notice from Sellers’ Representative or, if earlier, within thirty (30) days the Milestone. The subsequent occurrence of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable any similar event in respect of such Additional Milestone. If Sellers’ Representative delivers such any Product will not give rise to any additional obligation of ICN to make a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodsubsequent event.

Milestone Payments. In (a) Enzon shall pay Santaris a milestone payment (each, an “Event Milestone Payment”) in respect of each of the event that any Sellers believe that any Additional Milestone has been achieved during following events (each, an “Event Milestone”) in the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within amounts set forth below no later than thirty (30) days after the occurrence of such notice from Sellers’ Representative oreach Event Milestone: Event Milestone Event Milestone Payment (i) Determination by n/a n/a US[**Redacted**] Enzon to per Additional [**Redacted**] Target (ii) Filing of an IND in US[**Redacted**] US[**Redacted**] US[**Redacted**] the Enzon Territory for per Additional the first Product Target Event Milestone Event Milestone Payment (iii) Completion of US[**Redacted**] US[**Redacted**] US[**Redacted**] [**Redacted**] per Additional (iv) Acceptance of filing US[**Redacted**] US[**Redacted**] US[**Redacted**] of a MAA for the first per Additional Product in the Enzon Target Territory (v) Launch of the first US[**Redacted**] US[**Redacted**] US[**Redacted**] Product for each Target per Additional in the Enzon Territory Target (b) Regardless of the number of Selected LNA Compounds or Products developed by Enzon with respect to each Enzon Target, if earliereach of the Event Milestone Payments set forth above shall be paid only one (1) time for each Enzon Target. (c) If the Event Milestone Payment set forth in Section 7.4(a)(ii), within thirty (30iii) days or (iv) is achieved without triggering one or more of Purchaser’s determination the preceding Event Milestone Payments, then Enzon shall pay to Santaris the preceding Event Milestone Payments that were not paid on the date that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Event Milestone Payment is due under due. (d) If Enzon has given Santaris any notice of termination of this Agreement (in its entirety under Section 10.2, Enzon shall not be liable for the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree Event Milestone Payments that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or first accrue after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration date of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodnotice.

Milestone Payments. In Contractor shall be paid for the event portion of the Contract Price constituting the Firm Price and Fixed Price in accordance with the Milestone Payment Schedule in Exhibit F-1. The applicable portion of the Firm Price and Fixed Price shall be invoiced by Contractor upon the completion (or substantial completion as provided below) of each Milestone. Invoices for Milestone Payments for Major Equipment shall be issued separately from invoices for other Milestone Payments. The Milestone Payment due upon Substantial Completion of a Unit shall be two percent (2%) of the Firm Price and Fixed Price for the Unit. Submittal of each invoice by Contractor for a Milestone Payment shall constitute a representation by Contractor that any Sellers believe that any Additional it has performed and provided the Work required for such payment in accordance with this Agreement or otherwise covered by such invoice. Payment shall be due from Owner within twenty (20) Days for Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole Payments for Major Equipment and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days Days for other Milestone Payments, in each case, following receipt of the invoice. Milestones are not required to be completed in the sequence set forth in Exhibit F-1, nor must invoices for completed Milestones be submitted in the sequence set forth in Exhibit F-1, and Milestones may be performed and invoiced ahead of the time for the performance of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers Work under the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone PaymentProject Schedule, provided that that applicable Additional Contractor may not submit an invoice for a Milestone was actually achieved prior performed out of sequence or ahead of time to the expiration extent that the total invoiced for Milestones during any calendar month would exceed the aggregate of the Milestones for such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved calendar month as set forth in the PostExhibit F-1 plus (a) twenty-Closing Assessment Noticefive million dollars ($25,000,000) or less, then Purchaser shall deliver a dispute notice unless Owner has agreed to such out of sequence or early Milestone Payment, such agreement not to be unreasonably withheld; (a “Postb) more than twenty-Closing five million dollars ($25,000,000) but not more than fifty million dollars ($50,000,000), Contractor has notified Owner at least ninety (90) Days in advance of submission of an invoice that would cause such amount to be exceeded, and Owner has agreed to such out of sequence or early Milestone Dispute Notice”Payment, such agreement not to be unreasonably withheld; and (c) to Sellers’ Representative within fifteen more than fifty million dollars (15$50,000,000), Contractor has notified Owner at least one hundred eighty (180) days following Sellers’ Representative’s delivery in advance of the Post-Closing Assessment Notice. A representative submission of Purchaser, on the one handan invoice that would cause such amount to be exceeded, and the Sellers’ Representative, on the other, shall attempt in good faith Owner has agreed to resolve any such objections within fifteen (15) days out of the receipt by Sellers of the Post-Closing sequence or early Milestone Dispute NoticePayment. If no Post-Closing Milestone Dispute Notice is delivered within agreed by Owner, Contractor shall have the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, option to invoice for substantially completed Milestones on a pro rata basis. The agreement between Owner and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Contractor shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in a Change Order, provided, however, that the Post-Closing Assessment Notice no later than five (5) days after provisions pertaining to Change Disputes shall not apply to the expiration of such fifteen (15) day time periodrequest by Contractor to invoice for a Milestone on a pro rata basis or the Change Order resulting therefrom.

Milestone Payments. In (a) Upon the event that occurrence of each of the events set forth in Table 1.14 under “Milestone Trigger Event” (each a “Milestone Trigger Event”) by Parent, its Affiliates, licensees or sublicensees, Parent shall promptly (and in any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Periodevent, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30no later than [***] thereafter) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such deliver a notice and Purchaser determines, in its sole and reasonable discretion, that to the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify SellersStockholders’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled occurrence and, no earlier than [***] and no later than [***] following such notice, (i) issue to payment each Milestone Payment Recipient such Milestone Payment Recipient’s Contingent Allocation of all or any the portion of an Additional the applicable Milestone Payment hereunder which they have not received within thirty set forth in Table 1.14 under “Milestone Payment” opposite such Milestone Trigger Event (30each, a “Milestone Payment”) days following (if any) that is payable in the form of Milestone Stock Consideration, (ii) deposit or release, or cause to be deposited or released, as applicable, the cash portion of the applicable Milestone Payment of immediately available funds by wire transfer with the Exchange Agent for further distribution to the Milestone Payment Recipients, and (iii) issue, deposit or release, as applicable, to each Milestone Payment Recipient such Milestone Payment Recipient’s Contingent Allocation of the aggregate forfeitures under the Carveout Plan that occurred after achievement of the Additional relevant Milestone for which payment is dueand after the Milestone Trigger Event immediately preceding such Milestone Trigger Event, Sellers’ Representative may, not later than twelve (12in each case subject to the provisions of Sections 1.14(b) months following and 1.15 and withholding rights set forth in Section 1.12 and less the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional amounts, if any, allocable to Dissenting Shares. Upon receipt of any such Milestone Payment is due under this Agreement made in cash, the Exchange Agent shall promptly pay or cause to be paid to each Milestone Payment Recipient entitled to receive such payment in cash, and in any event within ten (10) Business Days of such receipt, its Contingent Allocation with respect to the “Post-Closing Assessment Notice”)Milestone Payment. If Sellers’ Representative does Following the payment of any Milestone Payment to the Exchange Agent for further distribution to the Milestone Payment Recipients, each Milestone Payment Recipient shall look only to the Exchange Agent (and not deliver to Purchaser a Post-Closing Assessment *** Portions Parent, the Surviving Corporation or any of this page have been omitted pursuant their respective Affiliates) to a request for Confidential Treatment filed separately with the Commission. Notice within receive such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment Payment Recipient’s Contingent Allocation with respect to such Additional Milestone Payment. It is due to Sellers hereunder expressly understood and Sellers agreed that Parent, the Surviving Corporation and their respective Affiliates shall have no further rights Liability to any Milestone Payment Recipient for its Contingent Allocation with respect to any Milestone Payment so long as such Milestone Payment has been paid by or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration on behalf of the Post-Closing Milestone Period without affecting Sellers’ rights Parent to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior Exchange Agent for further distribution to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified Recipients. Parent shall pay interest on any undisputed Milestone Payment that is not paid on or before the date such payments are due under this Agreement, taking into account any reasonable delays due to wire or other bank transfer processes or as otherwise agreed upon by the parties, at an annual rate equal to: (a) the prime rate as published in the Post-Closing Wall Street Journal, Eastern Edition in effect from time to time during such period plus (b) [***], calculated on the total number of days payment is delinquent. The Milestone Dispute Notice is due hereunder, shall be deemed to be accepted Trigger Events and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.Milestone Payments are as follows:

Milestone Payments. (a) Additional payments (the “Milestone Payments”) in the amounts and on the terms set forth in Exhibit E shall be payable by the Purchaser to the Vendors upon the Corporations achieving certain Revenue Milestones, such Milestone Payments at all times being subject to an aggregate maximum of $12,500,000 (“Milestone Payment Cap”). Notwithstanding the foregoing, any payment to be made as a result of a Working Capital Adjustment shall be excluded from the calculation of the Milestone Payment Cap. (b) Achievement of each Milestone shall be reviewed on December 31 of each year (the “Milestone Determination Date”), beginning on December 31, 2019. (c) Satisfaction of any Milestone Payment shall be completed by the Purchaser on the 30th day following the filing of the Purchaser’s next audited annual financial statements that are due following the Milestone Determination Date (or, if such day is not a Business Day, on the next Business Day) which shall in no event be later than May 30 (the “Milestone Payment Date”) through the issuance of Purchaser Shares at the Issue Price as determined on the Milestone Payment Date. The Vendors’ Representative, on behalf of a Vendor, may request with no less than 5 Business Day prior written notice to the Purchaser, that the issuance of any Purchaser Shares pursuant to a Milestone Payment be registered in the - 15 - name of an Affiliate of such Vendor on the condition that such Affiliate agrees in writing to the restrictions set forth in Section 2.05. (d) The Purchaser agrees to provide funds to the Corporations in accordance with the budget set out in Exhibit F, to enable the Corporations to achieve the Revenue Milestones. Within 30 days after each fiscal year, the parties shall, in good faith, review the Milestone budget for the current year with consideration to the results of the Business in the prior year and the current year’s forecast and will mutually agree on any revisions to the current year’s budget. In the event that the parties cannot agree on the amount of the budget by March 1 of the applicable year, the budget for the current year will be the Budget as set out in Exhibit F. (e) Following the Closing Date and until the earlier of December 31, 2021 and such time as the Milestone Payment Cap has been reached and paid, Purchaser shall provide, or shall cause the Corporations to provide, to the Vendors’ Representative reasonable access, during normal business hours, to such books and records relating to the calculations of the Milestone Payments and the Exit Rate Revenue and Purchaser’s compliance with its obligations under this Agreement upon reasonable request by the Vendors’ representative. (f) In the event that: (i) The Purchaser fails to make available to the Corporations the funds required to meet the budget set out in Exhibit F on or around the times set forth in the Exhibit as may be amended from time to time by the Purchaser and the Vendors Representative in writing acting reasonably; and (ii) such default continues for a period of thirty (30) days after Purchaser’s receipt of written notice from the Vendors Representative; or (iii) if [redacted personal identifying information] employment agreements are terminated without cause, (g) then, the Vendors shall have the right to accelerate the payment of the total amount of the Milestone Payment Cap less the aggregate Milestone Payments already paid by the Purchaser, and such accelerated amount shall be due and payable within 60 days of the date of such notice. (h) Any payments made pursuant to this Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law. (i) For purposes of the allocation of the Purchase Price, all Milestone Payments will be attributable to 236 Ontario. (j) If, during the First Earn-Out Period, the Second Earn-Out Period, or the Third Earn-Out Period, there is an acquisition of all or substantially all of the assets or a change of voting control of 236 Ontario (a “Direct Sale Transaction”), the Vendors shall, at the request of the Vendor’s Representative, be entitled to a one-time payment for the cancellation of all future entitlements to Milestone Payments for a price (the “Direct Sale Milestone Payment Buyout Price”) equal to: (i) 50% of: (A) the purchase price payable to the Purchaser in the Direct Sale Transaction; (B) less the Gross Proceeds; (ii) less the then-total amount of funds provided by the Purchaser to the Corporations under Section 2.04(d) to enable the Corporations to achieve the Revenue Milestones as of the date of closing of the Direct Sale Transaction; up to a maximum Direct Sale Milestone Payment Buyout Price equal to the Unearned Milestone Payment Commitment. The Direct Sale Milestone Payment Buyout Price shall be payable to the Vendors upon the closing of the Direct Sale Transaction. (k) If, during the First Earn-Out Period, the Second Earn-Out Period, or the Third Earn-Out Period, there is an acquisition of all of the assets or a change in the voting control of the Purchaser (an “Indirect Sale Transaction”), then the Vendors shall be paid a one-time payment in exchange for the cancellation of all future entitlements to Milestone Payments for a price equal to 100% of the Unearned Milestone Payment Commitment as of the date of closing of the Indirect Sale Transaction (the “Indirect Sale Milestone Payment Buyout Price”).The Indirect Sale Milestone Payment Buyout Price, if applicable, shall be payable to the Vendors upon the closing of the Indirect Sale Transaction. (l) In the event that any Sellers believe that Key Employee is found guilty of any Additional Milestone has been achieved during indictable criminal offence with the Post-Closing Milestone Periodpotential to damage the reputation of any of the Corporations, as determined by the Sellers’ Representative shall provide notice CEO of Origin House, acting reasonably including but not limited to fraud or theft on the Corporations; and as a result of such achievement conduct the Key Employee is terminated by the Corporations then such Key Employee shall forfeit any right to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all his or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount her proportionate share of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodPayments.

Milestone Payments. In COMPANY shall pay to SDRMI the event that any Sellers believe that any Additional Milestone has been achieved during milestone payments upon first achievement of the Post-Closing Milestone Periodfollowing milestones whether by COMPANY or its AFFILIATES or SUBLICENSEES: (i) First regulatory approval for clinical development or an investigational new drug (IND) of first Licensed Product. COMPANY shall issue a total of 300,000 shares of Common Stock of COMPANY, $0.0001 par value per share (Common Stock), and 100,000 shares of series A Preferred Convertible Stock of COMPANY, $0.001 par value per share (Preferred Stock) with a term of 10 years to SDRMI as a one time milestone payment. Such issuance shall be recorded on the Sellers’ Representative Stock Transfer Ledger of COMPANY on the EFFECTIVE DATE and the Shares shall provide notice of such achievement be delivered to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then SDRMI within thirty (30) days of the occurrence of the Milestone. COMPANY represents to SDRMI that, as of the EFFECTIVE DATE, the aggregate number of Shares equals 1,300,000 shares or 3% of the COMPANY issued and outstanding Common Stock calculated on a Fully Diluted Basis. For purposes of this Section 3(b)(i). Milestone payment in this Section 3(b)(i) shall be paid for the first LICENSED PRODUCT to achieve such notice from Sellers’ Representative ormilestone and shall be payable only once. (ii) First commercial sale or first market approval for clinical uses of a Licensed Product for each disease indication. COMPANY shall pay 1,000,000 shares of Common Stock of COMPANY or 1% of the COMPANY then issued and outstanding Common Stock calculated on a Fully Diluted Basis, if earlierwhichever is larger, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative the occurrence of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional each Milestone. If Sellers’ Representative delivers For clarity, a Licensed Product under this Article 3 shall be a different Licensed Product from a predecessor only if such latter Licensed Product requires a notice new IND for regulatory development and Purchaser determinescommercialization; for example and without limitation, in its sole and reasonable discretionlabel expansions for a Licensed Product will not constitute a new Licensed Product for purposes of this Article 3. In addition, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone if a Licensed Product for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Licensee has previously made Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative payments hereunder does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with reach the Commission. Notice within such twelve (12) month periodmarket, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to all such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights payments paid to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, SDRMI shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodcreditable against all future Milestone payments owed.

Milestone Payments. 3.1 The Award Amount will be payable in tranches as follows: 1 £● Within 20 Business Days of the Commencement Date 2 £● On achievement of Milestone One in accordance with Clause 3.3 3 £● On achievement of Milestone Two in accordance with Clause 3.3 4 £● Within 20 Business Days of acceptance by the Grantors of an End of Funding Research Report, End of Grant Spend Report and compliance with the Trust’s Open Access policy, in accordance with Clause 4.4, provided always that Milestone [Three] has been achieved in accordance with Clause 3.3 3.2 Subject to the satisfaction of the Conditions, the Grantors shall pay the first tranche of the Grant to the Organisation within twenty (20) Business Days of the later of: a) the Commencement Date; and b) the date of written confirmation from the Trust TPC to the Organisation TPC of acceptance of the Organisation’s Treasury Policy. 3.3 When the Organisation considers that any of the Milestones have been achieved by the relevant Milestone Date: a) The Organisation shall as soon as reasonably practicable send a detailed report (the “Milestone Report”) to the Grantors evidencing how the relevant Milestone has been achieved and a Drawdown Notice requesting payment of the next tranche of the Grant; b) The Grantors shall confirm to the Organisation in writing, within twenty (20) Business Days of receipt by the Grantors of the Milestone Report and a Drawdown Notice either that: i) the Milestone has been achieved by the Milestone Date to the Grantors' reasonable satisfaction, in which case, subject to the satisfaction of the Conditions, the Grantors shall make payment of the next tranche of the Grant within twenty (20) Business Days of the later of: (A) receipt by the Organisation of the Trust’s confirmation pursuant to this Clause 3.3(b)(i); or (B) where the Organisation has revised its Treasury Policy, the date of written acceptance from the Trust to the Organisation of the revised Treasury Policy; or ii) the Milestone has not been achieved to the Grantors' reasonable satisfaction by the relevant Milestone Date and that the payment shall not take place, in which case the Grantors shall provide the Organisation with reasonable details of the grounds on which they have reached this decision. 3.4 The Grantors may, at their sole discretion, grant the Organisation a reasonable period of time (“Milestone Extension”), in order to address the reasons why the Grantors have judged that a particular Milestone has not been met. Upon the expiry of a Milestone Extension, the Grantors shall, at their sole discretion, decide whether or not to permit full or partial payment of the relevant tranche of funding to the Organisation. 3.5 The final tranche of the Grant will be paid within twenty (20) Business Days of receipt by the Organisation of the Grantors’ acceptance of the End of Grant Research Report in accordance with Clause 4.2. 3.6 A copy of the Organisation’s Treasury Policy as at the Commencement Date is attached hereto at Schedule 9. The contact details of the Organisation TPC are set out below. The Organisation shall promptly notify the Trust TPC and Department TPC in writing of any changes to the identity and/or contact details of the Organisation TPC. Name: [ ] Position: [ ] Address: [ ] Phone number: [ ] Email: [ ] 3.7 The contact details of the Trust TPC are set out below. The Trust TPC shall promptly notify the Organisation TPC and Department TPC in writing of any changes to the identity and/or contact details of the Trust TPC. Name: Xxxxxx Xxxxxxxx/ Xxxxxxx Xxxx-Xxxxxxxx/ Xxxxx Bangor- Xxxxx Position: Financial Account Manager/ Financial Payment Operations Manager/ Financial Controller Address: The Wellcome Trust, Xxxxx Building, 000 Xxxxxx Xxxx, Xxxxxx XX0 0XX, X.X. Phone number: +00 (0)00 0000 0000/ +00 (0)00 0000 0000/ +44 (0)20 Email: x.xxxxxxxx@xxxxxxxx.xx.xx/ x.xxxx-xxxxxxxx@xxxxxxxx.xx.xx/ x.xxxxxx-xxxxx@xxxxxxxx.xx.xx 3.8 In the event that the Organisation makes any Sellers believe that changes to its Treasury Policy most recently accepted in writing by the Trust TPC, the Organisation shall prior to such changes taking effect: a) notify the Trust TPC in writing of any Additional Milestone changes to the Organisation’s Treasury Policy; and b) provide a copy of the Organisation’s revised Treasury Policy to the Trust TPC. The Trust TPC shall promptly notify the Organisation in writing whether such amended Treasury Policy has been achieved during accepted by the Post-Closing Milestone PeriodGrantors. 3.9 In the event that the credit rating of the Organisation’s bank falls to a credit rating below the minimum credit rating required by the Grantors from time to time, the Sellers’ Representative Grantors shall provide notice of such achievement not be under any obligation to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement part of the Additional Milestone for which payment is dueAward Amount to the Organisation unless and until the Organisation operates a bank account with a bank with at least the minimum credit rating required by the Grantors from time to time. For the avoidance of doubt, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver Grantors may require the Organisation to Purchaser open and operate a notice setting forth Sellers’ Representativebank account with an alternative bank where the Organisation’s determination that all or a portion of such Additional Milestone Payment is original bank’s credit rating falls below the minimum credit rating required by the Grantors from time to time. 3.10 All payments due to the Organisation under this Agreement (shall be made in pounds sterling. Payment shall be made by electronic wire transfer of immediately available funds directly to the “Post-Closing Assessment Notice”)Organisation’s account designated below or to any other account which the Organisation may specify by written notice. If Sellers’ Representative does Bank Account for the Organisation: Account Name: [ ] Account No.: [ ] Bank: [ ] Sort code: [ ] SWIFT code: [ ] Branch: [ ] Account Currency [ ] 3.11 The Grantors shall not deliver be under any obligation to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or pay any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration part of the Post-Closing Milestone Period without affecting Sellers’ rights Grant to the applicable Milestone PaymentOrganisation if, provided that that applicable Additional Milestone was actually achieved prior to at the expiration time of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in request by the Post-Closing Assessment NoticeOrganisation, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery any of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt events described in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone Clause 13.1 has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodoccurred.

Milestone Payments. In The Executive hereby agrees that the event that any Sellers believe that any Additional Milestone Executive has been achieved during paid the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Performance Milestone Payment payable and related interest thereon provided for in respect Section 4.A(b)(i)(A) of such Additional Milestone. If Sellers’ Representative delivers such a notice the Existing Agreement and Purchaser determines, in its sole and reasonable discretion, that earned the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled right to payment of all or any portion of an Additional the Performance Milestone Payment hereunder which they have not received within thirty (30and related interest thereon provided for in Section 4.A(b)(i)(B) days following the achievement of the Additional Existing Agreement (such latter milestone payment, the “Remaining Earned Milestone for which payment is duePayment”). Subject to Sections 4.A(b) and 6(d) below, Sellers’ Representative may, not later than twelve (12) months following in consideration of the achievement Executive’s performance of such Additional Milestone, deliver the Executive’s obligations owed to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due the Company under this Agreement (and in full satisfaction of any and all obligations of the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver Company to Purchaser a Post-Closing Assessment *** Portions pay Milestone Payments to the Executive under Section 4.A(b) of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month periodExisting Agreement, then Sellers shall have been deemed to the Executive and the Company hereby agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser Company shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days Executive one fourth of the Remaining Earned Milestone Payment on September 30, 2003 and one fourth of the Remaining Earned Milestone Payment upon the sale of Company golf course assets after the expiration Effective Date, whereby the Company receives more than One Million Two Hundred Thousand Dollars ($1,200,000) of net cash proceeds. The remaining one half of the Remaining Earned Milestone Payment shall be paid to the Executive upon the sale of Company golf course assets after the Effective Date, whereby the Company receives more than Two Million Five Hundred Thousand Dollars ($2,500,000) of net cash proceeds, and such fifteen (15receipts are not subject to holdback, claw-backs or any escrow or other limitations. The Remaining Earned Milestone Payment shall be paid as provided for above by the Company to the Executive by check or wire transfer. The Executive and the Company agree that the Remaining Earned Milestone Payment represents full and final payment of any and all obligations of the Company to the Executive under Section 4.A(b) day time periodof the Existing Agreement.

Milestone Payments. In (a) As additional consideration for Institute entering into this Agreement and the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodResearch Agreement, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and Licensee will pay to Sellers Institute the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such milestone payments (each, a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as ”) set forth in the Posttable below for each Allogeneic Licensed Product and/or Autologous Licensed Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. Licensee shall promptly notify Institute in writing of the achievement of any such Milestone and Licensee shall pay Institute in full the corresponding Milestone Payment within [ * ] of such achievement. For clarity, each Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, and each Milestone Payment is non-Closing Assessment Noticerefundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. Milestone Trigger Event Milestone Payment Licensed Product Specifically Directed to [ * ] Licensed Product Specifically Directed to [ * ] Licensed Product Arising [ * ] Activities under Research Agreement [ * ] [ * ] 1 First calendar year in which worldwide annual Net Sales of Product [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 2 First calendar year in which annual Net Sales of Product [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] 3 First calendar year in which annual Net Sales of Product [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] (b) Unless a Milestone Payment is specified as payable for more than one Indication in the table above, each Milestone Payment will be payable by Licensee only once, following the first time a given Licensed Product achieves the specified Milestone, for each Allogeneic CTL Product and each Autologous CTL Product to achieve such Milestone. (c) Each time a Milestone is achieved, then Purchaser shall deliver a dispute notice (a “Post-Closing any other Milestone Dispute Notice”) Payments with respect to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, earlier Milestones that have not yet been paid will be due and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of payable together with the Milestone Payment specified for the Milestone that is actually achieved. (d) If Licensee exercises the Option, and with respect to a given Licensed Product and a given Indication, elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) following the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed decision to be accepted progress development and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration commercialization of such fifteen Autologous CTL Product, Licensee shall owe all subsequent Milestone Payments due for such Autologous CTL Product, and (15ii) day time periodsubsection (c) shall apply solely with respect to any Milestone Payments that are applicable to both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product.

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) Within [***] days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following after the achievement of the Additional milestone event in part A, part B or part C of the table below, and within [***] days after the end of the Calendar Quarter in which each milestone event in part D of the table below is first achieved (each such milestone event, a “Milestone for which payment is dueEvent”), SellersParent shall notify the Securityholders’ Representative maythat such Milestone Event has been achieved (each such notice, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional “Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver Parent shall, within ten (10) Business Days following the delivery of a Milestone Notice, pay, or cause to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with be paid, the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights corresponding to the applicable Milestone Event (each, a “Milestone Payment,” and, provided that that applicable Additional collectively, the “Milestone was actually achieved prior Payments”), subject to Sections 1.10(d) and 8.9, to the expiration Participating Securityholders by depositing, or causing to be deposited, with (x) the Payment Agent, by wire transfer of immediately available funds to such bank account as may be designated by the Payment Agent, the portion of such Post-Closing Milestone PeriodPayment payable to the Participating Securityholders (other than the holders of Employee Options) and (y) the payroll account of the Surviving Entity (or any Affiliate thereof or successor thereto) or, if applicable, of any third party payroll services provider engaged by the Surviving Entity (or any Affiliate thereof or successor thereto), by wire transfer of immediately available funds to such bank account as may be designated by the Surviving Entity, the portion of such Milestone Payment payable to the holders of Employee Options, in each case, for further distribution to the applicable Participating Securityholders in accordance with the Contingent Payment Schedule and Sections 1.5, 1.6 and 1.9. All payments to be made by Parent under this Section 1.12 shall be made in U.S. dollars and shall be paid by wire transfer in immediately available funds. Notwithstanding the foregoing, in the event that the PKU Enrollment Milestone Payment is payable, Parent shall have the option, at its sole discretion, to pay such PKU Enrollment Milestone Payment in cash or shares of Parent Common Stock. If Purchaser Parent elects to pay such PKU Enrollment Milestone Payment in shares of Parent Common Stock, Parent shall object deposit with the Payment Agent the number of shares of Parent Common Stock equal to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of such PKU Enrollment Milestone Payment divided by the Parent Stock Price, as determined on the date the applicable Milestone Event was achieved, for further distribution to the applicable Participating Securityholders in accordance with the Contingent Payment Schedule and Sections 1.5, 1.6 and 1.9. Each of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Payments shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in payable one time only, for the Post-Closing Assessment Notice no later than five (5) days after first achievement of the expiration corresponding Milestone Event, regardless of how many times such fifteen (15) day time periodMilestone Event is achieved.

Milestone Payments. In (a) Acquirer shall pay, or cause to be paid to the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodCompany Securityholders, the Sellers’ Representative following milestone payments (each a “Milestone Payment”) after deducting any Unpaid Company Transaction Expenses payable in connection with the payment of any Milestone Payments and after deducting any amounts set off against the Milestone Payments in accordance with Section 8.8 as follows: (i) If 2022 Net Revenue equals or exceeds $[***], an amount equal to the product of (A) 2022 Net Revenue multiplied by (B) [***] (the “2022 Net Revenue Milestone Payment”); provided that the 2022 Net Revenue Milestone Payment shall provide notice not exceed $25,000,000. For the avoidance of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative ordoubt, if earlier2022 Net Revenue is less than $[***], within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional 2022 Net Revenue Milestone Payment payable in respect shall equal $0. (ii) If (A) the Surviving Corporation receives written notification by Palmetto or Noridian of such Additional Milestone. If Sellersexpanded Medicare coverage for the IDgenetix Test (or written notification of a Molecular Diagnostic Services’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretionLCD with expanded Medicare coverage that applies to the IDgenetix Test), that includes coverage for use of the applicable Additional Milestone has not been achievedIDgenetix Test in connection with (each of the following in clauses (1) through (6), thenan “Indication”) (1) anxiety, within thirty (302) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty schizophrenia, (303) days following bipolar disorder, (4) post-traumatic stress disorder, (5) obsessive-compulsive disorder and (6) attention deficit hyperactivity disorders (the “First Expanded Coverage Event”) by [***] and (B) the achievement of the Additional Milestone proof of reimbursement for which payment is due, Sellers’ Representative may, not later than twelve all Claims submitted to Noridian (12with a minimum of [***] Claims per each Indication) months following the achievement at a rate of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement $[***] per test for each Indication (the “Post-Closing Assessment NoticeSecond Expanded Coverage Event”) by [***], $10,000,000 (the “Expanded Coverage Milestone Payment”). If Sellers’ Representative For the avoidance of doubt, if the First Expanded Coverage Event does not deliver to Purchaser a Post-Closing Assessment occur by [*** Portions *], the Expanded Coverage Milestone Payment shall equal $0, and if the Second Expanded Coverage Event does not occur by [***], the Expanded Coverage Milestone Payment shall equal $0. “Claim” means any claim submitted by or on behalf of this page have been omitted pursuant a healthcare provider enrolled in the Medicare Provider Enrollment, Chain and Ownership System (PECOS) that (x) relates to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve molecular pathology procedure under [***] and (12y) month period, then Sellers shall have been deemed relates to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time perioddiagnosis [***] .

Milestone Payments. In (a) As additional consideration for Institute entering into this Agreement and the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodResearch Agreement, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and Licensee will pay to Sellers Institute the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such milestone payments (each, a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as ”) set forth in the Posttable below for each Allogeneic Licensed Product and/or Autologous Licensed Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. Licensee shall promptly notify Institute in writing of the achievement of any such Milestone and Licensee shall pay Institute in full the corresponding Milestone Payment within [ * ] of such achievement. For clarity, each Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, and each Milestone Payment is non-Closing Assessment Noticerefundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. [*]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. 1 First calendar year in which worldwide annual Net Sales of Product [ * ] [ * ] [ * ] [ * ] 2 First calendar year in which annual Net Sales of Product [ * ] [ * ] [ * ] [ * ] 3 First calendar year in which annual Net Sales of Product [ * ] [ * ] [ * ] [ * ] (b) Unless a Milestone Payment is specified as payable for more than one Indication in the table above, each Milestone Payment will be payable by Licensee only once, following the first time a given Licensed Product achieves the specified Milestone, for each Allogeneic CTL Product and each Autologous CTL Product to achieve such Milestone. (c) Each time a Milestone is achieved, then Purchaser shall deliver a dispute notice (a “Post-Closing any other Milestone Dispute Notice”) Payments with respect to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, earlier Milestones that have not yet been paid will be due and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of payable together with the Milestone Payment specified for the Milestone that is actually achieved. (d) If Licensee, with respect to a given Licensed Product and a given Indication, elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) following the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed decision to be accepted progress development and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration commercialization of such fifteen Autologous CTL Product, Licensee shall owe all subsequent Milestone Payments due for such Autologous CTL Product, and (15ii) day time periodsubsection (c) shall apply solely with respect to any Milestone Payments that are applicable to both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product. [*]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Milestone Payments. In Licensee shall pay to TSRI the event that any Sellers believe that any Additional following non-creditable, non-refundable amounts (each, a “Milestone has been achieved during Payment”) for the Post-Closing Milestone Period, achievement of the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then following product development milestone events within thirty (30) days of the first occurrence of each milestone for the first of each New Licensed Product to meet such notice from Sellers’ Representative or, if earlier, within thirty (30) days milestone as follows: First Commercial Sale for human therapeutic use in the Non-Exclusive Territory U.S. $ [ *] [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. First Regulatory Approval for human therapeutic use in the Exclusive Territory U.S. $ [ *] First anniversary of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional First Commercial Sale for human therapeutic use in the Exclusive Territory U.S. $ [ *] Each Milestone Payment above shall only be due for the first of each New Licensed Product to first achieve the corresponding milestone event. Notwithstanding anything to the contrary, salts, solvates, hydrates, morphological forms, prodrugs and/or metabolites of any API of a particular New Licensed Product, and any formulations of any of the foregoing, shall not be construed as rendering the Licensed Product containing such salts, solvates, hydrates, morphological forms, prodrugs and/or metabolites a new and distinct New Licensed Product for purposes of this Section 4.2. Each Milestone Payment shall only be due and payable once with respect to the first of each New Licensed Product to achieve a particular milestone event, regardless of the number of Regulatory Approvals received by all such New Licensed Products or number of countries in which any such New Licensed Product is sold or receives Regulatory Approval. Any Milestone Payment that Licensee makes to TSRI for a milestone event achieved by a Sublicensee will be credited against Sublicense Payments that are due with respect to Sublicense Revenues received in connection with achievement of the same or substantially similar milestone event and only up to the amount of the Sublicense Payment due hereunder with respect to the Sublicense Revenues received with respect to the achievement of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesmilestone event (i.e., in its sole and reasonable discretion, that no carry forward credit if the applicable Additional Milestone has not been achieved, then, within thirty (30) days credit from the milestone payment exceeds the amount of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled the Sublicense Payment due for the Sublicense Revenues received with respect to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all same or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”substantially similar milestone event). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. On the issue of Milestone Achievement Certificates in relation to a Milestone the Hosting Supplier will be entitled to invoice the Authority in accordance with paragraph 12 of this schedule 7.1 (Charging and Invoicing) in respect of the Charges associated with that Milestone as set out in the following workbooks of the Financial Model: Milestones referred to in the “Milestone Payments” workbook that are Achieved through Approval of Documentary Deliverables; and Milestones referred to in the “Milestone Payments” workbook other than those Milestones referred to in paragraph 3.1.1. In respect of the event that any Sellers believe that any Additional Milestones referred to in paragraph 3.1, a Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to PurchaserAchievement Certificate will be issued in accordance with clause 5.1 and schedule 6.1 (Transition Requirements). If Purchaser determines in any Milestone is not Achieved by its sole associated Milestone Date then, where this schedule 7.1 (Charging and reasonable discretion that such Additional Milestone has been achieved during Invoicing) identifies the Post-Closing Milestone Period, then within thirty (30) days payment of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable Delay Payments in respect of such Additional Milestone, Delay Payments will be applied in accordance with paragraph 4 of this schedule 7.1 (Charging and Invoicing). The Charges associated with any Milestones identified in paragraph 3.1.2 are reclaimable under clause 60.3 and the Hosting Supplier shall be required to repay to the Authority the Charges associated with such Milestones under the circumstances set out in clause 60.3. In respect of the Milestones referred to in paragraph 3.4, the Hosting Supplier: warrants that no Charges associated with such Milestones (other than Charges for CPP Milestones) contain any element of Forecast Profit (including any element of Forecast Profit in overhead recovery); shall recover any Forecast Profit relating to such Milestones solely through Milestone Payments which relate to CPP Milestones; and agrees that, if the Hosting Supplier recovers Forecast Profit through the Charges associated with such Milestones, those Charges shall be reduced by a sum equal to such recovered profit and the Hosting Supplier shall: reduce any invoice relating to such Charges (or, if such Charges have been paid by the Authority, reduce any later invoice) by such sum; or issue a credit note to the Authority for such sum which shall be repayable by the Hosting Supplier as a debt. If Sellers’ Representative delivers such a notice and Purchaser determinesthe Hosting Supplier is required to reduce any invoice or issue any credit note to the Authority in accordance with paragraph 3.5, in its sole and reasonable discretion, that then the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative Authority may agree to the recovery of such determination. If Sellers’ Representative believes that Sellers are entitled to payment element of all or any portion of an Additional Forecast Profit through a Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional relates to an appropriate CPP Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In (i) Subject to this Clause 9.3(e), for the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodMirzapur Facilities, the Sellers’ Representative shall provide notice Mirzapur Construction Payments will be paid by NMCG to the Concessionaire in the following 4 equal instalments (the Mirzapur Payment Milestones), after adjusting the Mirzapur Mobilization Advance: (A) 1st instalment of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional 10% of the Mirzapur Bid Project Cost, as adjusted for the Price Index Multiple applicable on the date of the relevant Invoice, upon the issuance of the Milestone has been achieved during Completion Certificate for the Post-Closing first Mirzapur Payment Milestone; (B) 2nd instalment of 10% of the Mirzapur Bid Project Cost, as adjusted for the Price Index Multiple applicable on the date of the relevant Invoice, upon the issuance of the Milestone PeriodCompletion Certificate for the second Mirzapur Payment Milestone; (C) 3rd instalment of 10% of the Mirzapur Bid Project Cost, then as adjusted for the Price Index Multiple applicable on the date of the relevant Invoice, upon the issuance of the Milestone Completion Certificate for the third Mirzapur Payment Milestone; (D) 4th instalment of 10% of the Mirzapur Bid Project Cost, as adjusted for the Price Index Multiple applicable on the date of the relevant Invoice, upon the issuance of the Milestone Completion Certificate for the fourth Mirzapur Payment Milestone; (ii) For each Facility, within thirty (30) 7 days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement issuance of the Additional Milestone Completion Certificate for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional a Payment Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers Concessionaire shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights submit an Invoice to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that Jal Xxxxx for the amount of the Mirzapur Construction Payment, as the case may be, linked to such Payment Milestone Payment along with the KPI Adherence Report (providing details on Interim Availability Matrix for calculating Guaranteed Interim Availability Liquidated Damages, if any, for each month of the relevant quarter, duly certified by the Project Engineer). Any Invoice raised by the Concessionaire for the Mirzapur Construction Payments shall be accompanied by a copy of the relevant Milestone Completion Certificate issued by the Jal Xxxxx. (iii) Within 10 days of receipt of an Invoice from the Concessionaire pursuant to Clause 9.3(e)(iii) above, the Jal Xxxxx shall verify and certify the amounts due and payable to the Concessionaire, and either: (A) approve the Invoice and issue a certificate to the Escrow Bank (with a copy to NMCG and the Concessionaire), conveying its approval for the release of the amount specified in the Post-Closing Milestone Invoice, less any necessary deductions or adjustments in accordance with this Agreement and/or Applicable Laws (including for payments to be made by the Concessionaire under applicable labour laws); or (B) issue a notice to the Concessionaire disputing the Invoice and directing the Concessionaire to issue a revised Invoice, after rectifying the errors or discrepancies identified by the Jal Xxxxx. The Concessionaire shall submit a revised Invoice to the Jal Xxxxx after rectifying the errors or discrepancies identified by the Jal Xxxxx and this process will be repeated until the Jal Xxxxx approves the Invoice and issues a certificate to the Escrow Bank (with a copy to NMCG and the Concessionaire), conveying its approval for release of the amount specified in the Invoice. (iv) Any dispute between the Parties in relation to a disputed Invoice will be settled in accordance with Article 21 (Dispute Notice is due hereunderResolution). (v) A certificate issued by the Jal Xxxxx in accordance with Clause 9.3(e)(iv) shall be referred to as a Payment Certificate. (vi) If, within 10 days from the date of receipt of an Invoice, the Jal Xxxxx does not dispute an Invoice, then the Invoice shall be deemed to be have been accepted by the Jal Xxxxx, and Purchaser the Concessionaire shall pay have the right to Sellers those issue instructions to the Escrow Bank (with a copy to the Jal Xxxxx and NMCG) to release the amounts set forth specified in the Post-Closing Assessment Notice no later than five (5) days after Invoice, upon the expiration expiry of such fifteen (15) the 10 day time period. (vii) Immediately upon receipt of a Payment Certificate from the Jal Xxxxx in accordance with Clause 9.3(e)(iv) or upon receipt of instructions from the Concessionaire in accordance with Clause 9.3(e)(vii), the Escrow Bank shall release the amount specified in the Payment Certificate or if no Payment Certificate has been issued, then the amount specified in the relevant Invoice, in accordance with the Escrow Agreement. (viii) Notwithstanding anything to the contrary in this Agreement, the Jal Xxxxx shall have no obligation to issue a Payment Certificate unless: (A) the relevant Performance Security remains valid and in effect; (B) the insurances to be obtained by the Concessionaire in accordance with Clause 11.2 are valid and in effect; (C) the Concessionaire Applicable Permits for construction and rehabilitation of the Facilities are in full force and effect, unless the withdrawal or cancellation of any Applicable Permit is not attributable to the Concessionaire's failure to comply with Applicable Laws; (D) the Concessionaire has complied with the ESHS Documents in undertaking the construction and/or rehabilitation of the Facilities; and (E) there is no subsisting Concessionaire Event of Default.

Milestone Payments. In (a) As additional consideration for Institute entering into this Agreement and the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodResearch Agreement, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and Licensee will pay to Sellers Institute the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such milestone payments (each, a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as ”) set forth in the Posttable below for each Allogeneic Licensed Product and/or Autologous Licensed Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. Licensee shall promptly notify Institute in writing of the achievement of any such Milestone and Licensee shall pay Institute in full the corresponding Milestone Payment within [***] of such achievement. For clarity, each Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, and each Milestone Payment is non-Closing Assessment Noticerefundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. 1 First calendar year in which worldwide annual Net Sales of Product [***] [***] [***] [***] 2 First calendar year in which annual Net Sales of Product [***] [***] [***] [***] 3 First calendar year in which annual Net Sales of Product [***] [***] [***] [***] (b) Unless a Milestone Payment is specified as payable for more than one Indication in the table above, each Milestone Payment will be payable by Licensee only once, following the first time a given Licensed Product achieves the specified Milestone, for each Allogeneic CTL Product and each Autologous CTL Product to achieve such Milestone. (c) Each time a Milestone is achieved, then Purchaser shall deliver a dispute notice (a “Post-Closing any other Milestone Dispute Notice”) Payments with respect to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, earlier Milestones that have not yet been paid will be due and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of payable together with the Milestone Payment specified for the Milestone that is actually achieved. (d) If Licensee, with respect to a given Licensed Product and a given Indication, elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) following the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed decision to be accepted progress development and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration commercialization of such fifteen Autologous CTL Product, Licensee shall owe all subsequent Milestone Payments due for such Autologous CTL Product, and (15ii) day time period.subsection (c) shall apply solely with respect to any Milestone Payments that are applicable to both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product. 9745235_1.docx

Milestone Payments. In partial consideration of the License, and subject to the terms and conditions stated herein, Dermata shall make the one-time payments to the Licensor upon the occurrence of the corresponding milestone events, specified in Table 4.2 (the “Milestone Payments”). In each case, the Milestone Payment may be made in cash or stock of Dermata (“Dermata Equity”), at the option of Licensor, on a case-by-case basis. All Dermata Equity shall be “restricted stock” under Federal securities laws and shall be issued to Licensor under, and shall be subject to a stock purchase agreement, lock up agreement and other ancillary documents between Dermata and Licensor, in a form to be determined by Dermata and reasonably acceptable to Licensor, but in no event shall such documents contain restrictions on, or obligations of, Licensor more onerous than those imposed on other non-affiliated holders of Dermata Equity, and in accordance with applicable securities laws. In the event that Dermata Equity is publicly traded, the payment in Dermata Equity will be made at the Common Stock Five Day VWAP. For purposes of this Agreement, “Common Stock Five Day VWAP” means, for common stock as of any Sellers believe that any Additional Milestone has been achieved date, the volume weighted average price per share of such common stock during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) trading days after subsequent to Licensor’s election to accept the expiration applicable milestone under this Section 4.2 in Dermata Equity. In the event that Dermata Equity is not publicly traded, unless otherwise agreed to by Dermata and Licensor, such Dermata Equity shall be Preferred Shares as currently constituted or such equity as existing Preferred Shares become converted into, and shall be issued with a valuation consistent with the most recent valuation obtained by Dermata. If Licensor does not agree with such valuation, Licensor may, at its sole expense, request an updated appraisal to be performed by an independent qualified Third Party appraiser selected by Dermata. Each Milestone Payment shall be paid only once, notwithstanding the potential development of such fifteen (15) day time period.multiple Licensed Products hereunder, which may involve separate clinical trials or Regulatory Approvals. Table 4.2 is hereby amended in its entirety as follows: Table 4.3 is hereby amended to read in its entirety as follows:

Milestone Payments. In Each Milestone payment specified in Exhibit E, Payment Plan and Termination Liability Schedule shall in each case become payable upon Contractor’s completion of each Milestone in accordance with the event Contract and satisfaction of the Conditions for Milestone Completion and Payment set forth in Exhibit E, after which Contractor shall submit an invoice for payment, provided however, that Contractor shall not invoice any Sellers believe that any Additional amount which when cumulated with other Milestone payments previously made hereunder, exceeds the cumulative Milestone payment amounts due as of such date as reflected in such Exhibit E. A Milestone shall not be deemed completed until all Work relevant to the Milestone has been achieved during completed and documented in accordance with Exhibit A, Statement of Work and/or Exhibit E, Payment Plan and Termination Liability Schedule, as applicable. Purchaser shall only be responsible for paying those amounts set forth in the Post-Closing “Firm Fixed Price (paid by ViaSat)” column of Exhibit E, Payment Plan and Termination Liability Schedule. All payments due from Purchaser upon the completion of a Milestone Perioddescribed in Exhibit E, Payment Plan and Termination Liability Schedule, shall be paid no later than thirty (30) days after the Sellers’ Representative shall provide notice receipt by Purchaser of such achievement an invoice and certification in the form attached hereto as Attachment A that the Milestone has been completed in accordance with the requirements of this Contract, together with the necessary or appropriate supporting data and documentation as required hereunder, if any, or as Purchaser may reasonably request within ten (10) Business Days of receipt of invoice. Notwithstanding the foregoing, and without prejudice to Purchaser. If Purchaser determines ’s rights under Article 5.6, Purchaser, in its sole and reasonable discretion that such Additional discretion, may agree to make a partial payment to Contractor for partial completion of a Milestone has been achieved during or for completion of a Milestone prior to the Post-Closing applicable Milestone Period, then Date. Purchaser shall pay in full all undisputed amounts payable hereunder within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion after receipt of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under invoice therefor completed in accordance with this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodArticle 5.2.

Milestone Payments. During the term of this Agreement, Sorrento shall pay to ACEA the amounts set forth below upon the first achievement of the corresponding milestone event by Sorrento or its Affiliates (or their respective Sublicensees) hereunder with respect to Royalty-Bearing Products (each, a “Milestone Payment”) and each undisputed Milestone Payment shall be payable within fifteen (15) Business Days of achievement of the corresponding milestone events. For clarity, each Milestone Payment under this Section 4.2 shall be payable only once for the first achievement by Sorrento or its Affiliates (or their respective Sublicensee) of such milestone event and for each of the regulatory milestones from (A) to (D) as listed below with respect to the first Royalty-Bearing Product to achieve such milestone. In addition, for clarity, Sorrento shall pay each milestone based on Net Sales from (E) to (G) as listed in the table immediately below on the first time that the aggregate of all Net Sales of all Royalty-Bearing Products by Sorrento, its Affiliates (or their respective Sublicensee) equals or exceeds the applicable threshold for such milestone. Notwithstanding anything to the contrary contained herein, each Milestone Payment may be comprised of (i) cash or (ii) any combination of cash and common stock of Sorrento in any case as determined by Sorrento; provided that no more than fifty percent (50%) of any Milestone Payment will be paid in common stock. In the event that Sorrento satisfies all or portion of any Sellers believe that any Additional Milestone has been achieved during Payment obligation through the Post-Closing delivery to ACEA of shares of Sorrento common stock (with respect to each such Milestone PeriodPayment, the Sellers’ Representative “Milestone Payment Shares”), the per share price used for calculating the number of Milestone Payment Shares issued shall provide notice be the 10-Day VWAP of such achievement to Purchaser. If Purchaser determines in its sole shares (the “Milestone Per Share Price”) and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice Shares shall be registered and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received freely tradable within thirty (30) days following issuance. In the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that event Sorrento satisfies all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in obligation through the Post-Closing delivery to ACEA of Milestone Dispute Notice Payment Shares and the Milestone Per Share Price is due hereunderless than the closing price per share of Sorrento’s common stock, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in as reported on The Nasdaq Stock Market LLC on the Post-Closing Assessment Notice no later than five (5) days date that is six months after the expiration date of such fifteen issuance of the Milestone Payment Shares, as applicable (15the “Milestone Payment 6-Month Price”), Sorrento shall reimburse ACEA for the difference in value through (a) day time periodthe payment of cash, (b) the delivery of additional shares of Sorrento common stock valued at the Milestone Payment 6-Month Price or (c) a combination of the foregoing, in any case as determined by Sorrento in its sole discretion.

Milestone Payments. In (a) As consideration to Alteon for the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Periodlicense and other rights granted to Genentech under this Agreement, the Sellers’ Representative Genentech shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers Alteon the Additional Milestone Payment payable in respect following milestone payments upon the first occurrence of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting each event set forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment below with respect to the first Pimagedine Product and the first Second Generation Product: (i) upon filing of an NDA for Regulatory Approval to market and sell such Additional Milestone is due Licensed Product in the United States; (ii) upon receipt of all Regulatory Approvals to Sellers hereunder market and Sellers shall have no further rights sell such Licensed Product in the United States; (iii) upon (A) filing of all necessary applications with Foreign Regulatory Authorities for Regulatory Approval to market and sell such Milestone Payment or Licensed Product in any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights Major European Countries, or (B) filing of all necessary applications with Foreign Regulatory Authorities to market and sell such Licensed Product under the applicable Milestone Paymentcentralized process for filing such Regulatory Approvals in Europe; (iv) upon (A) receipt of all Regulatory Approvals from Foreign Regulatory Authorities to market and sell such Licensed Products in any of the Major European Countries, provided that that applicable Additional Milestone was actually achieved prior or (B) receipt of all Regulatory Approvals from Foreign Regulatory Authorities to market and sell * Confidential Treatment Requested such Licensed Product under the expiration centralized process for issuing such Regulatory Approvals for Europe. Genentech shall notify Alteon promptly upon any such filing or approval triggering milestone payments hereunder, and each of such Post-Closing Milestone Period. If Purchaser the payments required pursuant to this Section 5.1(a) shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative be paid within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any after such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone milestone has been achieved. (b) All milestone payments hereunder shall be non-refundable. All milestone payments with respect to the first Licensed Product to trigger such milestones hereunder shall not be creditable against any royalties paid with respect to such Licensed Product pursuant to this Section 5, provided that: (i) if the first Licensed Product to receive Regulatory Approval for marketing and that the amount of the Milestone Payment specified in any country or jurisdiction in the Post-Closing Milestone Dispute Notice Territory is due a Second Generation Product, in such event as to any second Licensed Product hereunder Genentech shall not owe any milestone payments to Alteon hereunder; and (ii) all milestone payments paid with respect to the second Licensed Product to receive any Regulatory Approvals that trigger milestones hereunder, if it is a Second Generation Product, shall be deemed one hundred percent (100%) creditable, dollar-for-dollar, against any and all future royalties to be accepted and Purchaser shall pay paid with respect to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (such Licensed Product pursuant to Section 5) days after the expiration of such fifteen (15) day time period.

Milestone Payments. In 7.4.1 As partial consideration for the event that any Sellers believe that any Additional Milestone has been achieved during rights granted by CytomX to Moderna pursuant to the Postterms of this Agreement, for access to the CytomX Platform Technology and CytomX undertaking its responsibilities under this Agreement, on a Licensed Product-Closing Milestone Periodby-Licensed Product basis, the Sellers’ Representative Moderna shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional CytomX one-time milestone payments (“Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30Payments”) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement first occurrence of the Additional corresponding milestone events (“Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12Events”) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to each Licensed Product within a particular Collaboration Program for which such Milestone Payment Event is achieved by or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration on behalf of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone PaymentModerna, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver following tables: 7.4.2 If a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts Event set forth in the Posttable titled “Development Milestone Events” in Section 7.4.1 (Milestone Payments) is achieved prior to the achievement of the preceding Milestone Event for the same Licensed Product, as applicable, set forth in the relevant chart (i.e., if a lower-Closing Assessment Notice listed Milestone Event is achieved before a Milestone Event that is listed higher up in the relevant chart), then upon achievement of the relevant Milestone Event, all preceding Milestone Events for such Licensed Product set forth in the relevant chart shall become due and payable if not previously paid for that Licensed Product. The maximum amount payable under this Section 7.4 (Milestone Payments) is [***] for each Licensed Product. Moderna shall report to CytomX its achievement of each Milestone Event for which payment to CytomX is due no later than five (5) days [***] after the expiration end of the [***]; provided that Moderna shall use good faith efforts to inform CytomX of any Development or regulatory Milestone Event within [***] following achievement, and Moderna shall pay to CytomX such Milestone Payment (a) with respect to Development or regulatory Milestone Events, within [***] after receipt of an invoice from CytomX in respect of any payment required as a result of such fifteen achievement, and (15b) day time periodwith respect to all other Milestone Events, within [***] after the end of the Calendar Quarter during which such Milestone Event is achieved.

Milestone Payments. In (a) Upon the event that occurrence of any Sellers believe that any Additional of the events set forth in the table below under “Milestone has been achieved during Event” (each a “Milestone”) (for the Post-Closing avoidance of doubt, with respect of Milestone PeriodEvents (iv)-(viii), the Sellers’ Representative calculation of Net Sales for a calendar year shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then occur within thirty sixty (3060) days after the end of such notice from Sellers’ Representative or, if earlierany calendar year following the year in which the First Commercial Sale of any Company Product takes place) Parent shall, within thirty fifteen (3015) days Business Days of Purchaser’s determination that each such Additional event, deposit or cause to be deposited the amount of cash in U.S. dollars set forth in the table below under “Milestone has been achievedPayment” opposite such Milestone (each, Purchaser shall notify Sellers’ Representative of its determination and pay a “Milestone Payment”) to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determinesAgent for further distribution to the Equityholders, in its sole each case (i) subject to any Contingent Merger Consideration Set-Off pursuant to Section 2.09 and reasonable discretionwithholding rights set forth in Section 2.11, (ii) less the amount of any Company Transaction Expenses that were unpaid as of 12:01 a.m. Pacific Time on the applicable Additional Milestone has Closing Date, to the extent not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following accounted for in the achievement determination of the Additional Milestone for which payment is dueClosing Merger Consideration, Sellers’ Representative may, not later than twelve and (12iii) months following less the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional amount, if any, allocable to Dissenting Shares; provided, that if any Milestone Payment is becomes due under this Agreement (and payable prior to the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver General Expiration Date, an amount equal to Purchaser a Post-Closing Assessment [*** Portions *] of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may shall not be delivered before or after deposited with the expiration of Payment Agent and shall instead be deposited in the Post-Closing Milestone Period without affecting Sellers’ rights Indemnity Escrow Fund with the Escrow Agent, to be held by the Escrow Agent pursuant to the applicable Escrow Agreement. Upon receipt of any Milestone Payment, the Payment Agent shall pay or cause to be paid to each Equityholder who is not a holder of Dissenting Shares, promptly, and in any event within five (5) Business Days of receipt of such payment, such Equityholder’s Set-Off Pro Rata Share of such Milestone Payment, provided that any payment to a Company Optionholder shall be made by March 15 of the calendar year following the year in which the applicable Milestone Event occurs (it being understood that any payment to a Company Optionholder who is a current or former employee of the Company shall be made through the Surviving Corporation’s payroll). Notwithstanding anything to the contrary set forth in this Agreement, in the event that Parent fails to timely deposit any Milestone Payment in accordance with this Section 2.08(a), then the applicable Additional Milestone was actually Payment shall bear interest from the date upon which such Milestone occurred until the date of deposit of the Milestone Payment with the Payment Agent, at a rate per annum equal to [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] (b) During the period beginning on the Closing Date and ending on the date each of the Regulatory Milestones set forth in Section 2.08(a)(ii) and (iii) has been achieved (“Milestone Efforts Period”), Parent shall use Commercially Reasonable Efforts to achieve the applicable Regulatory Milestones to the extent that they have not been achieved by the Company prior to the expiration Effective Time. For purposes of the foregoing, “Commercially Reasonable Efforts” [***]. (c) To the extent not completed by the Company prior to the Effective Time, Parent shall continue and conduct the HF-BCC Phase II Trial through the HF-BCC Phase II Trial Period. (d) In the event that (i) (A) Parent, subject to the obligations of the Right of First Negotiation, consummates a Change of Control without a corresponding transfer of the obligations under this Section 2.08 to a party with the financial wherewithal to satisfy such Post-Closing obligations, (B) Parent or any of its Subsidiaries completes an Acquisition of a Competing Product, or (C) Parent materially breaches the obligations in Section 2.08(b) and Section 2.08(c) (such event an “Acceleration Event”) and (ii) the Regulatory Milestones have not been achieved, but are still reasonably attainable at such time, then [***] of the Milestone Period. If Purchaser shall object to Sellers’ determination Payments associated with such Regulatory Milestones that a Additional Milestone has have not been achieved as set forth and paid in full but that are still reasonably attainable at such time and that relate to the Post-Closing Assessment Notice, then Purchaser indication with respect to which such Acceleration Event occurred shall deliver a dispute notice become immediately due and payable in accordance with Section 2.08(a). Parent shall provide prompt (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative and in any event within fifteen (15) Business Days) written notice to the Equityholder Representative following the occurrence of any of the circumstances specified in clauses (i)(A), (i)(B), or (i)(C)of this Section 2.08(d) during the Milestone Efforts Period. (e) During the period beginning on the Closing Date and ending on the earlier of (i) the date each of the Milestones set forth in Section 2.08(a) has been achieved and (ii) that date that Parent and the Equityholder Representative determine jointly that the remaining Milestones are no longer reasonably attainable, Parent shall deliver to the Equityholder Representative a report (the “Progress Report”) sixty (60) days following Sellers’ Representative’s delivery the end of each calendar year summarizing in reasonable detail and on a reasonably current basis all material developments and circumstances relating to the achievement of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, Milestones and the Sellersbusiness of Parent and the Surviving Corporation related thereto. Upon the reasonable request of the Equityholders’ Representative, on Parent shall, and shall cause the otherSurviving Corporation to, shall attempt in good faith to resolve any upon reasonable notice and at a reasonable time following delivery of each such objections within fifteen (15) days Progress Report, make available the relevant employees of Parent with responsibility for development of the receipt by Sellers Company Product to meet with the Equityholder Representative in person to discuss and to provide information to, and respond to questions from, the Equityholder Representative with respect to matters reasonably relating to each such Progress Report. From the date of the Post-Closing First Commercial Sale of the Company Product until the Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen Events (15iv)-(viii) day time period, then Sellers’ determination that the Additional Milestone has of Section 2.08(a) have been achieved, and in any year in which Parent has determined that the amount Net Sales of the Milestone Payment specified Company Product are within [***] of the achievement of any unachieved Net Sales Milestone, Parent shall (i) deliver to the Equityholder Representative, as promptly as practicable, but in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five any event within sixty (560) days after the expiration end of such fifteen calendar year, a statement setting forth Parent’s calculation of Net Sales of the Company Product for such calendar year (15each, a “Net Sales Statement”), including a breakdown of gross sales, net deductions and Net Sales by product, and (ii) day time periodmake available, upon reasonable notice and at a reasonable time, during normal business hours, the relevant accounting team of Parent to, at Parent’s option, meet with the Equityholder Representative via teleconference or correspond via email to respond to questions from the Equityholder Representative with respect to matters reasonably relating to each such Net Sales Statement. (f) The Equityholder Representative shall hold in confidence and shall not disclose to any other Person the information provided to it pursuant to Section 2.08(e) except to the extent that such information can be shown to have been in the public domain through no fault of the Equityholders’ Representative; provided, that the Equityholder Representative may disclose such information to the Permitted Recipients (including the Advisory Group) so long as each such Permitted Recipient (i) is informed of the confidential nature of such information and (ii) executes a confidentiality agreement with the Equityholder Representative regarding such information (A) that is comparable to and no less restrictive than the terms of Section 2.08(e) with respect to the Equityholder Representative (provided, however, that if such Permitted Recipient is a venture capital fund, it shall be permitted to (y) disclose such information to its auditors for purposes of enabling such auditors to confirm the reasonableness of the methodology utilized by such venture capital fund in valuing its expected return from the Merger and (z) disclose to prospective and current limited partners the valuation such venture capital fund has placed on its expected return from the Merger and the likelihood that the Milestone Payments will be received), (B) contains the acknowledgement and agreement referred to in the last sentence of Section 2.08(e) and (C) to which Parent is made an express third party beneficiary. At the request of Parent, the Equityholder Representative shall deliver, or cause to be delivered to Parent, true and correct copies of each such confidentiality agreement. (g) For the avoidance of doubt, the Parties acknowledge and agree that all payments made pursuant to this Section 2.08 (including the Contingent Merger Consideration) constitute consideration paid for shares of the Company Capital Stock for income tax purposes (except to the extent paid to a Company Optionholder pursuant to Section 2.08(a) in respect of compensatory options), and shall be treated as such by the Parties for all tax reporting purposes.

Milestone Payments. (a) With respect to the time period from and after January 1, 2023, if for any calendar year starting with the year ending December 31, 2023 and ending with the year ending December 31, 2026 (the “Milestone Period”), the applicable Minimum Royalty Threshold is met or exceeded with respect to the TRC Royalty actually received with respect to any such calendar year (each, a “Milestone Event”), the Purchaser shall make a payment to the Seller in cash in the amount set forth across from the applicable Minimum Royalty Threshold on Exhibit B with respect to such applicable year (each, a “Milestone Payment”). For the avoidance of doubt, if there are two Minimum Royalty Thresholds for a given calendar year and both are met or exceeded in such year, then only the larger of the two applicable Milestone Payments shall become due and payable by the Purchaser for that year’s Milestone Event. No achievement of, or failure to achieve, the Minimum Royalty Threshold nor the payment of a Milestone Payment for any given calendar year shall have any effect on any future calendar year’s Minimum Royalty Threshold or Milestone Payment. For the avoidance of doubt, any amounts that comprise TRC Royalty received after the calendar year during which the applicable sales giving rise to such TRC Royalty occurred, including (i) payments received a result of an audit of GSK, (ii) delayed payments, (iii) payments in lieu of TRC Royalty (whether by settlement, litigation or otherwise), and (iv) amounts deemed to be TRC Royalty actually received by the Purchaser or any of its Affiliates (including the Company) pursuant to Section 2.5(b) below, will be deemed to be amounts comprising TRC Royalty in respect of the calendar year during which the applicable sales giving rise to such TRC Royalty occurred for purposes of evaluating the Minimum Royalty Threshold. (b) In the event that the Purchaser or any Sellers believe of its Affiliates (including the Company) does not actually receive any TRC Royalty that any Additional Milestone has been achieved during is payable by GSK pursuant to the Post-Closing Collaboration Agreement with respect to the Milestone Period, to the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during extent resulting from (i) the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative (or any of its determination and pay to Sellers Affiliates’, including the Additional Milestone Payment payable in respect Company’s) breach of such Additional Milestone. If Sellers’ Representative delivers such a notice and the Collaboration Agreement, (ii) any other finally adjudicated, settled or otherwise resolved dispute, (iii) any arrangement between, the Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty its Affiliates (30) days following including the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”Company). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ RepresentativeGSK or any of its Affiliates, or any of its or their licensees and sublicensees, on the otherother hand, shall attempt in good faith to resolve any such objections within fifteen or (15iv) days a material act or omission of the receipt Purchaser or any of its Affiliates (including the Company), then any TRC Royalty withheld by Sellers GSK as a result thereof will be deemed a TRC Royalty actually received with respect to the applicable calendar year and added to any other applicable TRC Royalty for purposes of such applicable calendar year, for purposes of determining whether the Minimum Royalty Threshold has been met in the applicable calendar year (any of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice foregoing in Section 2.5(b)(i), (ii) or (iii), a “Withheld TRC Royalty”). (c) In the event of any TRC Royalty that is delivered payable but not timely paid by GSK, the Purchaser shall notify the Seller of such and reasonably describing the withheld amount and material information regarding such withholding, within ten (10) Business Days following receipt of such payment, and, upon the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount written request of the Seller, the Purchaser shall reasonably cooperate with the Seller and provide reasonable details relating to such Withheld TRC Royalty to ascertain whether the TRC Royalty constitutes a Withheld TRC Royalty, subject to any confidentiality obligations to GSK (as such obligations are modified by the GSK Confidentiality Agreement and Consent). Such determination may be undertaken by a mutually agreed third party expert subject to customary confidentiality obligations, provided that such expert may disclose to the Seller its determination of whether such amounts constitute a Withheld TRC Royalty and a reasonable summary of the circumstances. (d) The Seller hereby agrees and acknowledges that (i) each Milestone Payment specified is a contingent payment obligation of the Purchaser and there can be no assurance regarding the occurrence of any Milestone Event and (ii) without limiting Purchaser’s and its Affiliates’ obligations pursuant to this Agreement, including Section 5.8, the Collaboration Agreement, the LLC Agreement and the Related Documents, the Purchaser shall have no obligation or liability with respect to any Milestone Payment unless and until the corresponding Milestone Event has occurred. For avoidance of doubt, the occurrence of a Milestone Event is a necessary condition prior to any obligation on the part of the Purchaser with respect to any Milestone Payment. Any Milestone Payment owed to the Seller by the Purchaser in accordance with this Section 2.5 shall be paid to the Seller or its applicable Subsidiaries by wire transfer of immediately available funds to one or more bank accounts designated in writing by the Seller and delivered to the Purchaser in accordance with Section 9.3 of this Agreement, within ten (10) Business Days following receipt of the applicable Net Sales Report(s) by the Purchaser, or receipt of other reasonable evidence by the Purchaser, evidencing the occurrence of a Milestone Event. A late fee of four percent (4%) over the Prime Rate (calculated on a per annum basis) will accrue on all unpaid amounts with respect to any Milestone Payment from the date such obligation was due. (e) The parties hereto agree that: (i) the aggregate Milestone Payments payable by the Purchaser pursuant to Section 2.5(a) and 2.5(b) shall not exceed $250,000,000 and (ii) the total Purchase Price payable to the Seller by the Purchaser hereunder (inclusive of the Closing Date Trelegy Consideration, the Ampreloxetine Purchase Price and the maximum Milestone Payments, but excluding the Outer Years Royalty) shall not exceed $1,429,480,364.34 in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodaggregate.

Milestone Payments. In 9.3.1 On a Licensed Product-by-Licensed Product basis, Prevail shall pay to Precision certain milestone payments, as follows: (a) within [***] following any Licensed Product achieving a development milestone event set forth in Table 9.3 below (each, a “Development Milestone Event”), Prevail shall pay to Precision the corresponding Milestone Payment indicated in Table 9.3 (each such Milestone Payment, a “Development Milestone Payment”); and (b) within [***] following the end of the Calendar Quarter in which any Licensed Product achieves a commercial milestone event that any Sellers believe that any Additional set forth in Table 9.3 (each, a “Commercial Milestone has Event”), Prevail shall pay to Precision the corresponding Milestone Payment indicated in Table 9.3 (each such Milestone Payment, a “Commercial Milestone Payment”). The Development Milestone Events and Commercial Milestone Events may be referred to individually or collectively as “Milestone Events”, and Development Milestone Payments and Commercial Milestone Payments may be referred to individually or collectively as “Milestone Payments.” For purposes of determining whether the Net Sales thresholds set forth in Table 9.3 have been achieved during the Post-Closing Milestone Periodfor a Licensed Product for purposes of this Section 9.3, the Sellers’ Representative shall provide notice all Net Sales of such achievement to Purchaser. If Purchaser determines in Licensed Product shall be aggregated globally for all sales made by Prevail or any of its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days Affiliates or its or their Sublicensees of such notice from Sellers’ Representative orLicensed Product, if earlierin any and all forms, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achievedpresentations, Purchaser shall notify Sellers’ Representative of its determination dosages, and pay to Sellers the Additional formulations. For clarity, each Milestone Payment shall be payable only once per Licensed Product, no Milestone Payment shall be payable for subsequent or repeated achievements of the same Milestone Event with respect to the same Licensed Product. [***]. 9.3.2 The Development Milestone Events for clinical trial Initiation are intended to be sequential. Achievement of a Development Milestone Event relating to dosing of a Clinical Trial patient shall result in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment deemed achievement of all or any portion earlier Development Milestone Events, and achievement of an Additional a “First BLA filing” Development Milestone Payment hereunder which they have not received within thirty (30) days following Event shall result in deemed achievement of all Development Milestone Events relating to dosing of Clinical Trial patients. Similarly, achievement of each Commercial Milestone Event measured by annual Net Sales shall result in achievement of all Commercial Milestone Events measured by a lower amount of annual Net Sales. 9.3.3 In addition to the Development Milestone Payments payable by Prevail for achievement of the Additional Development Milestone for which payment is dueEvents indicated in Table 9.3, Sellers’ Representative may, not later than twelve (12) months following the achievement if Prevail or any of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all its Affiliates or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment its or their Sublicensees [*** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period*], then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser Prevail shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration Precision [***]. Any such payment shall be considered a Development Milestone Payment for purposes of such fifteen (15) day time periodthis Agreement, and be treated consistently with other Development Milestone Payments, including for purposes of Section 9.5 through and including Section 9.9.

Milestone Payments. (a) In addition to the Closing Payment Amount, as part of the Aggregate Consideration, the Sellers shall be entitled to certain additional contingent payments from Buyer after the Closing as set out in this Section 2.8 (each such additional payment, a “Milestone Payment”), subject to the terms and conditions of this Section 2.8. (b) Buyer shall pay, or cause to be paid, to each relevant Seller by way of (i) a Milestone Payment Note and/or (ii) a Contingent Phantom Bonus (in accordance with Section 2.8(n) below), as applicable, each Seller’s applicable share of each Milestone Payment described below (less any applicable (i) Contingent Payment Transaction Expenses; (ii) Company Contingent Phantom Tax Liability; and (iii) Contingent Payment Change of Control Payments) in the event that any Sellers believe that any Additional Milestone has been achieved during (but solely in the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice event (except where sections 2.8(e) or 2.8(f) applies)) of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional corresponding Milestone: Milestone for which payment is dueMilestone Payment 46 (c) Subject to Section 2.8(l), Sellersif the Buyer’s board of directors determines to permanently terminate or abandon all research and development efforts with respect to the Milestone Products (prior to achievement of all of the Milestones), the Buyer shall send written notice thereof to the Shareholders’ Representative may, not later than twelve (12after the Closing) months following within [***] of such determination together with an explanation of the reasons for such termination and abandonment. (d) Buyer shall provide written notice to the Shareholders’ Representative of the achievement of any of the Milestones no later [***] after the occurrence thereof and (each such Additional Milestonenotice, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional “Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). For the avoidance of doubt, each Milestone Payment shall be payable only once upon the first achievement of the corresponding Milestone and no amounts shall be due for subsequent or repeated achievement of such Milestone. (e) If Sellers’ Representative does not deliver the Phase II Initiation Milestone (AD) is achieved prior to Purchaser a Post-Closing Assessment *** Portions achievement (or deemed achievement) of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve Phase I Initiation Milestone (12) month periodAD), then Sellers the Phase I Initiation Milestone (AD) shall have been be deemed achieved. If the Phase III Initiation Milestone (AD) is achieved prior to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment achievement (or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration deemed achievement) of either of the Post-Closing Phase II Initiation Milestone Period without affecting Sellers’ rights to (AD) or Phase I Initiation Milestone (AD) then each such unachieved AD Development Milestone shall be deemed achieved. If the applicable Phase III Initiation Milestone Payment, provided that that applicable Additional Milestone was actually (Second Indication) is achieved prior to the expiration achievement (or deemed achievement) of such Post-Closing the Phase II Initiation Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice(Second Indication), then Purchaser shall deliver a dispute notice the Phase II Initiation Milestone (a “Post-Closing Milestone Dispute Notice”Second Indication) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to achieved. For the Phase II Initiation Milestone (AD), Phase II Initiation Milestone (Second Indication), Phase III Initiation Milestone (AD), Phase III Initiation Milestone (Second Indication), if the Milestone Product is evaluated in a hybrid clinical trial that combines more than one phase (e.g., Phase Ib/IIa trial, Phase IIb/III trial, or Phase II/III trial), it shall be accepted and Purchaser shall pay to Sellers those amounts set forth understood that the initiation of the second part of the hybrid trial will be considered achievement of the milestone for the respective clinical trial phase. For example, for a Phase Ib/IIa trial in the Post-Closing Assessment Notice no later than five AD Indication or Second Indication, initiation of the Phase IIa portion of the trial shall be considered achievement of the “Phase II Initiation Milestone (5) days after AD)” or the expiration of such fifteen “Phase II Initiation Milestone (15) day time periodSecond Indication)”, as applicable.

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the PostOn a Product-Closing Milestone Periodby-Product basis, the Sellers’ Representative Lilly shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers Merus certain non-refundable, non-creditable milestone payments, as follows (subject to Section 8.3.3): (a) within [*] following any Product achieving a development or regulatory milestone event set forth in Table 8.3 below, by or on behalf of Lilly or its Affiliates (including by and through a Sublicensee acting within the Additional scope of the license granted in Section 6.1) (each, a “Development/Regulatory Milestone Event”), Lilly shall pay to Merus the corresponding Milestone Payment payable indicated in respect Table 8.3 (each such Milestone Payment, a “Development/Regulatory Milestone Payment”); and (b) within [*] following the end of such Additional Milestone. If Sellers’ Representative delivers such the Calendar Quarter in which any Product achieves a notice commercial milestone event set forth in Table 8.3, by or on behalf of Lilly or its Affiliates (including by and Purchaser determinesthrough a Sublicensee acting within the scope of the license granted in Section 6.1) (each, in its sole and reasonable discretiona “Commercial Milestone Event”), that Lilly shall pay to Merus the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional corresponding Milestone Payment hereunder which they have not received within thirty indicated in Table 8.3 (30) days following the achievement of the Additional each such Milestone for which payment is duePayment, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional “Commercial Milestone Payment is due under this Agreement (the “Post-Closing Assessment NoticePayment”). If Sellers’ Representative does not deliver The Development/Regulatory Milestone Events and Commercial Milestone Events may be referred to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant individually or collectively as “Milestone Events,” and Development/Regulatory Milestone Payments and Commercial Milestone Payments may be referred to a request for Confidential Treatment filed separately with the Commissionindividually or collectively as “Milestone Payments”. Notice within such twelve For clarity, each Milestone Payment shall be payable only once per Product (12) month period, then Sellers shall have been deemed to agree recognizing that the Additional Milestone has not been met Events for the “first Indication for a Product” and “second Indication for a Product” will be separately payable once for each Product), no payment Milestone Payment shall be payable for subsequent or repeated achievements of the same Milestone Event with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodsame Product.

Milestone Payments. (a) After the Closing, if applicable, the Buyer shall pay or cause to be paid the Milestone Payment owing pursuant to Exhibit G, such payment obligation (if any) to be governed by the terms and conditions of Exhibit G and this Article II. Any such right is solely a contractual right and is not a security for purposes of any federal or state securities Laws. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted Buyer becomes obligated pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month periodterms of Exhibit G to make the Milestone Payment, then Sellers shall have been deemed to agree that the Additional Milestone has not been met when, as and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to if such Milestone Payment becomes payable pursuant to the terms of this Agreement, the Buyer shall pay or any portion thereof. Such Post-cause to be paid no later than the time provided for in Exhibit G: (i) to each Seller an amount in cash (without interest) equal to the product of (A) the Per Share Milestone Payment Amount and (B) such Seller’s Closing Assessment Notice may Shares, which payment shall be delivered before or after made by wire transfer of immediately available funds to the expiration account designated by the applicable Seller in writing for such payment; and (ii) to the Company an amount in cash (without interest) equal to the sum of the Post-Closing aggregate Milestone Period without affecting Sellers’ rights Company RSU Consideration payable to the Company RSU Holders and the employer portion of any employment or payroll Taxes related thereto. Subject to the receipt of such amounts from the Buyer, the Company shall pay the applicable Milestone Company RSU Consideration, subject to Section 2.3, to the applicable Milestone PaymentCompany RSU Holders, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no not later than five (5) days after following the expiration date of receipt of the Milestone Company RSU Consideration. (b) The right of any Seller or Company RSU Holder to receive the portion of the Milestone Payment payable thereto shall not be evidenced by any form of certificate or instrument, and does not represent any ownership or equity interest in any member of the Company Group, Buyer or any of their respective Affiliates and does not entitle any such entitled Person to any voting rights or any rights to dividend payments. The right of the Sellers and the Company RSU Holders to receive the portion of the Milestone Payment payable thereto shall not be assignable or transferable except, (i) in the case of any Company RSU Holder, (A) by will or the laws of intestacy, (B) by operation of law, (C) by gift without consideration of any kind to a spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary, trustee, legatee or beneficiary of such fifteen Company RSU Holder or (15D) day time periodto a trust that is for the exclusive benefit of such Company RSU Holder or its permitted transferees under clause (C) above and (ii) in the case of a Seller, to an Affiliate of such Seller; provided, that in each case, written notice of such assignment and transfer shall be promptly delivered to the Buyer by the transferor or assignor, which notice shall expressly set forth the transferor or assignor and the transferee or assignment, the rights to which such transfer or assignment related and the effective date of such transfer; provided further, that as a condition to such transfer or assignment, the parties to such transfer or assignment shall agree to provide to the Buyer any additional evidence of the transfer or assignment that the Buyer may reasonably request. None of the Buyer or any member of the Company Group or any of their respective Affiliates shall give effect to any purported assignment or transfer made in contravention of this Section 2.7.

Milestone Payments. In Within 30 calendar days after the event first achievement of each of the milestone events in part A of the table below, and within 45 calendar days after the end of the Calendar Quarter in which each of the milestone events in part B of the table below is first achieved (each such milestone event, a “Milestone Event”), Parent shall notify the Securityholders’ Representative that any Sellers believe that any Additional such Milestone Event has been achieved during (each such notice, a “Milestone Notice”). Parent shall, within 5 Business Days following the Post-Closing delivery of a Milestone PeriodNotice, pay, or cause to be paid, the Sellerspayment corresponding to the applicable Milestone Event (each, a “Milestone Payment,” and, collectively, the “Milestone Payments”), subject to Sections 1.9(j), 1.10(c), 1.12 and 8.8, to the Participating Securityholders by depositing, or causing to be deposited, with the Payment Agent, by wire transfer of immediately available funds to such bank account as may be designated by the Payment Agent, the applicable Milestone Payment payable to the Participating Securityholders, for further distribution to the applicable Participating Securityholders (in accordance with the applicable Milestone Payment Schedule) pursuant to Sections 1.5, 1.6 and 1.9. Promptly following receipt of each Milestone Notice, the Securityholders’ Representative shall provide notice deliver to Parent and the Payment Agent a spreadsheet setting forth the portion of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional applicable Milestone Payment payable to be paid to each Participating Securityholder in respect of such Additional Milestone. If Sellers’ Representative delivers Milestone Event (each such spreadsheet, a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional “Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment NoticeSchedule”). If Sellers’ Representative does , it being understood that Parent shall not deliver be obligated to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant deposit, or cause to a request for Confidential Treatment filed separately with be deposited, the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed amounts payable to agree that the Additional Milestone has not been met and no payment Participating Securityholders with respect to such Additional Milestone is due Payment with the Payment Agent until the parties have determined the aggregate amount payable to Sellers hereunder and Sellers shall have no further rights the Participating Securityholders with respect to such Milestone Payment, and Parent shall not be obligated to cause the Payment or any portion thereof. Such Post-Closing Assessment Notice may be Agent to further distribute such Milestone Payment to the Participating Securityholders until the Securityholders’ Representatives has delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior Payment Schedule (subject to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”Section 1.9(i)) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment NoticeParent. A representative of Purchaser, on the one hand, All payments to be made by Parent under this Section 1.13 shall be made in U.S. dollars and the Sellers’ Representative, on the other, shall attempt be paid by wire transfer in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Noticeimmediately available funds. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount Each of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Payments shall be deemed to payable one time only, for the first achievement of the corresponding Milestone Event, regardless of how many times such Milestone Event is achieved. In accordance with the foregoing sentence, the maximum total Milestone Payments that may be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5payable under this Section 1.13(a) days after the expiration of such fifteen (15) day time periodis $360,000,000.

Milestone Payments. In accordance with this Section 2.02(b), in connection with the event that any Sellers believe that any Additional occurrence of a Milestone has been achieved during Event, Borrower shall make a non-refundable cash payment to each Lender in the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice amount of such achievement Lender’s Pro Rata Share of the amount set forth opposite such Milestone Event in the table below (each, a “Milestone Payment”), by wire transfer of immediately available funds to Purchaseran account or accounts designated by such Lender; provided, however, that Borrower shall only be required to make one (1) Milestone Payment to each Lender per Milestone Event. If Purchaser determines Notwithstanding the foregoing, DPDI II hereby assigns its entire right, title and interest in and to the right to receive its sole Pro Rata Share of any Milestone Payments (including information and reasonable discretion audit rights) to DPDI Financing II, which hereby accepts such assignment, and Borrower hereby acknowledges such assignment, and the parties hereto accordingly acknowledge and agree that all amounts that, but for such Additional assignment would have been paid to DPDI II pursuant to this Section 2.02(b), shall instead be paid to an account or accounts designated by DPDI Financing II and that DPDI Financing II shall succeed to and be entitled to directly enforce the right to receive payment of, and exercise all applicable rights and remedies with respect to, DPDI II’s Pro Rata Share of the Milestone has been achieved during the Post-Closing Payments. Milestone Period, then within thirty Payments under this Section 2.02(b) shall be paid no later than fifteen (3015) days following the occurrence of such notice from Sellers’ Representative orMilestone Event; provided, if earlierhowever, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable Payments in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Net Sales Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser Events shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within be paid no later than thirty (30) days following the achievement end of the Additional calendar quarter in which such Milestone Event shall occur; and provided, further, that if such fifteenth (15th) day or thirtieth (30th) day should fall on a day that is not a Business Day, then such Milestone Payment may be paid on the next Business Day. The first occurrence of each of the following events shall be deemed a “Milestone Event” for purposes of this Agreement for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional applicable Milestone Payment is due under and payable in accordance with this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.Section 2.02(b):

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative make the following milestone payments, when and if payable: (a) Promptly (but no more than five Business Days) after the Product Acceptance Date, and provided that the Company has satisfied each of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as delivery obligations set forth in Section 2.4, including the Post-Closing Assessment Noticeobligation to deliver the Company Bring Down Certificate, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth the Company, by wire transfer to a bank account designated in writing by the Post-Closing Assessment Notice Company to Purchaser, in immediately available funds in United States Dollars, an aggregate of $2,000,000 (the “Product Acceptance Milestone Payment”). Notwithstanding the foregoing, if the occurrence of the Product Acceptance Date (i) happens following a Change of Control of the Company that was not consented to in writing by Purchaser and (ii) was a result of an Accelerated Product Acceptance Milestone Event, then in such event the Product Acceptance Milestone Payment shall not be paid to the Company until the occurrence of a True Product Acceptance Milestone Event, which such payment shall be paid promptly (but no later more than five (5Business Days) days after the expiration True Product Acceptance Milestone Event. (b) Promptly (but no more than five Business Days) after the [*] License Date, Purchaser shall pay to the Company, by wire transfer to a bank account designated in writing by the Company to Purchaser, in immediately available funds in United States Dollars, an aggregate of such fifteen $1,000,000 (15the “[*] License Milestone Payment”, and together with the Product Acceptance Milestone Payment, the “Milestone Payments”). (c) day time periodWithout limiting Purchaser’s obligations under Section 5.4(n), (i) neither Purchaser nor any of its Affiliates makes any representation or warranty to the Company that any of the conditions to Purchaser’s payment obligations under this Section 1.8 will be satisfied and (ii) Purchaser and its Affiliates shall have absolute discretion to make all decisions with respect to the Product Assets following the Closing and shall have no obligation to make decisions with respect to the Product Assets in order to maximize the likelihood of any Milestone Payment becoming payable.

Milestone Payments. In (a) DEVELOPMENT MILESTONES FOR PQ-1002. As additional consideration, Guilford shall pay the event that any Sellers believe that any following amounts at each Additional Milestone has been achieved during Closing (as defined in the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement Stock Purchase Agreement) to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement occur after completion of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve following development milestones (12each a "Milestone") months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such PQ-1002 (whether Developed by Guilford or its Affiliate or sublicensee): (i) $250,000 upon the Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration following dosing of the Post-first human; and (ii) $750,000 upon the Additional Closing Milestone Period without affecting Sellers’ rights to following dosing of the applicable Milestone Payment, provided that that applicable first patient in a Phase II clinical trial; and (iii) $1 million upon the Additional Milestone was actually achieved prior to Closing following dosing of the expiration of such Post-Closing Milestone Periodfirst patient in a Phase III clinical trial. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved Except as set forth in the Post-Closing Assessment NoticeStock Purchase Agreement, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, all milestone payments set forth above shall be deemed payment for the purchase of ProQuest common stock and, in accordance with the Stock Purchase Agreement, Additional Closings shall be held following achievement of each Milestone. The price per share shares of Common Stock to be accepted and Purchaser issued upon achievement of each Milestone shall be a price per share equal to 110% of the price per share of Common Stock (or conversion price per share of securities convertible into the Company's Common Stock) issued in the Company's most recent "Qualified Equity Infusion" (as that term is defined in the Stock Purchase Agreement) prior to the relevant Additional Closing. (b) NDA OR EQUIVALENT FILING MILESTONE. Guilford shall pay to Sellers those amounts ProQuest $2 million following submission of an NDA (or equivalent application for Regulatory Approval) which would enable the general marketing of PQ-1002 in a particular country. Of this $2 million, $1 million shall be paid as cash within five (5) business days following achievement of this Milestone, and, except as otherwise set forth in the Post-Stock Purchase Agreement, $1 million shall be deemed payment for the purchase of ProQuest common stock upon the achievement of this Milestone, payable at an Additional Closing Assessment Notice no later than in accordance with the Stock Purchase Agreement. (c) NDA OR EQUIVALENT APPROVAL MILESTONE. Guilford shall pay the following amounts in cash (which shall not be deemed payment towards a purchase of ProQuest common stock) to ProQuest within five (5) business days after following achievement of the expiration following Milestones for an Agreement Compound (whether by Guilford or its Affiliates or sublicensees) in the following territories: (i) $5 million upon receipt of such fifteen NDA clearance and any other Regulatory Approvals needed to enable the marketing and selling of PQ-1002 generally in the United States; (15ii) day time period$3 million upon receipt of all final Regulatory Approvals needed from the first European Country to enable the marketing and selling of PQ-1002 generally in that European Country; and (iii) $1 million upon receipt of all final Regulatory Approvals needed to enable the marketing and selling of PQ-1002 generally in Japan.

Milestone Payments. In (a) Additional payments in cash (each, a “Milestone Payment”) shall be made by Buyer to the event that any Sellers believe that any Additional Exchange Agent for distribution as set forth on the Payment Spreadsheet pursuant to this Section 3.10 upon the achievement of the milestones set forth below: [***] Until the earlier of (i) [***] after the Closing Date and (ii) the payment of all Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlierPayments payable under this Agreement, within thirty (30) days after the end of Purchasereach calendar year, Buyer shall submit to the Shareholder Representative a written report (each, a “Milestone Report”) certified as accurate by an officer in Buyer’s determination research and development function describing with respect to each Milestone above, the progress that has been made towards achieving such Additional Milestone, which Milestone Report shall be reasonably detailed to enable the Shareholder Representative to determine on a Milestone-by-Milestone basis, the progress that has been achieved; provided, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretionhowever, that the applicable Additional first Milestone has not been achievedReport hereunder shall be due on January 31, then2023. At the request of Shareholder Representative, within thirty (30) days Buyer shall make available to the Shareholder Representative or its designee an individual to answer commercially reasonable questions that the Shareholder Representative may have based on a review of Sellers’ the Milestone Report. All reports, materials and information, including each Milestone Report, provided to the Shareholder Representative under this Section 3.10 shall be subject to a reasonable and customary confidentiality agreement between Buyer and the Shareholder Representative’s notice Purchaser . For the avoidance of doubt, each of the Milestone Payments shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following be payable only once upon the first achievement of the Additional Milestone corresponding Milestone, no amounts shall be due for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the subsequent or repeated achievement of any such Additional MilestoneMilestone and no more than one Milestone Payment under clauses (iii)-(vi) and (vii)-(x) of this Section 3.10, deliver respectively, shall be paid for each Preclinical Company Milestone Candidate. In accordance with the foregoing, the maximum total Milestone Payments payable by Buyer shall not exceed one billion six hundred million U.S. Dollars ($1,600,000,000). Notwithstanding anything herein to Purchaser the contrary, Buyer may only reduce the Milestone Payments pursuant to Section 11.8 and by the amount of any Transaction Expenses not previously deducted from amounts otherwise paid hereunder or any Transaction Expenses arising as a notice setting forth Sellers’ Representative’s determination that all or a portion result of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodapplicable.

Milestone Payments. In partial consideration of the License, Company will pay to PSRF the applicable milestone payment listed in the table below after achievement of each milestone event that any Sellers believe that any Additional Milestone has been for each Licensed Product, whether such milestone event is achieved during the Post-Closing Milestone Periodby Company, the Sellers’ Representative shall its Affiliates or sublicensees. Company will provide PSRF with written notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty Thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination after achieving each milestone. a. [*Confidential Portion Omitted and pay to Sellers Filed Separately with the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant SEC Pursuant to a request Request for Confidential Treatment filed separately Information*] Dollars (US $[*Confidential Portion Omitted and Filed Separately with the Commission. Notice within such twelve SEC Pursuant to a Request for Confidential Information*]) upon initiation of each Phase II trial b. [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*] Dollars (12US $[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]) month period, then Sellers shall have been deemed upon initiation of each Phase III trial c. [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to agree that a Request for Confidential Information*] Dollars (US $[*Confidential Portion Omitted and Filed Separately with the Additional Milestone has not been met SEC Pursuant to a Request for Confidential Information*]) paid as follows: [*Confidential Portion Omitted and no payment Filed Separately with respect the SEC Pursuant to such Additional Milestone a Request for Confidential Information*] Dollars (US $[*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to a Request for Confidential Information*]) when NDA is due accepted for review by the FDA and [*Confidential Portion Omitted and Filed Separately with the SEC Pursuant to Sellers hereunder a Request for Confidential Information*] Dollars (US $[*Confidential Portion Omitted and Sellers shall have no further rights Filed Separately with the SEC Pursuant to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights a Request for Confidential Information*]) when FDA approval to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice market is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodapproved.

Milestone Payments. In (a) Regulatory Milestones for RCC. Partner will pay to AVEO the following nonrefundable (but without prejudice to Partner’s right to bring a claim for breach of this Agreement, including damages for loss) milestone payments once each upon the first occurrence of the corresponding event as set forth below: Reimbursement approval for the RCC Indication in each of the Key Launch Countries other than the Key Non-EU Licensed Countries $2,000,000, per country, up to $10,000,000 total Grant of Marketing Approval in 3 of 5 of the Key Non-EU Licensed Countries $2,000,000 (b) Regulatory Milestones for Other Indications. Partner will pay to AVEO the following nonrefundable milestone payments upon each Licensed Product Indication achieved in addition to the RCC Indication, for up to a maximum of three additional Indications, and a Combination Product comprising the Licensed Compound and a checkpoint inhibitor, as described in Section 1.34 above shall be considered a separate Indication: EMA filing for Marketing Approval $2,000,000 EXX xxxxx of Marketing Approval $5,000,000 (c) Sales Milestones. Partner will pay to AVEO as additional consideration for the exclusive license grant, the following one-time sales milestone payments in respect of the first Calendar Year in which aggregate global Net Sales of all Licensed Products in that any Sellers believe Calendar Year in the Partner Territory achieve the thresholds set out below: First Calendar Year in which aggregate global Net Sales of all Licensed Products for that any Additional Milestone has been achieved Calendar Year in the Partner Territory surpass $[**] [**] First Calendar Year in which aggregate global Net Sales of all Licensed Products for that Calendar Year in the Partner Territory surpass $[**] [**] First Calendar Year in which aggregate global Net Sales of all Licensed Products for that Calendar Year in the Partner Territory surpass $[**] [**] First Calendar Year in which aggregate global Net Sales of all Licensed Products for that Calendar Year in the Partner Territory surpass $[**] [**] First Calendar Year in which aggregate global Net Sales of all Licensed Products for that Calendar Year in the Partner Territory surpass $[**] [**] First Calendar Year in which aggregate global Net Sales of all Licensed Products for that Calendar Year in the Partner Territory surpass $[**] [**] First Calendar Year in which aggregate global Net Sales of all Licensed Products for that Calendar Year in the Partner Territory surpass $[**] [**] For the sake of clarity, each sales milestone payment is separate and may only be earned once, but if more than one Net Sales threshold is reached in the same Calendar Year, all of such sales milestone amounts shall be due and owing at the end of such year. The aggregate amount of the sales milestone payments that may be paid to AVEO during the Post-Closing Milestone Period, the Sellers’ Representative Term if all seven thresholds are satisfied is Three Hundred Thirty Five Million Dollars ($335,000,000). (d) Payments by Partner under this Section 4.3 shall provide notice of such achievement be payable to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then AVEO within thirty (30) days after such achievement (whether achieved by or on behalf of such notice from Sellers’ Representative orPartner, if earlierits Affiliate or any Sublicensee, within thirty or any other entity acting on behalf of any of them). (30e) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser Partner shall notify Sellers’ Representative AVEO of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration each of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative foregoing milestones within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Noticeafter each such achievement. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Any milestone payments shall be deemed reflected on a valid tax invoice provided to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodPartner by AVEO.

Milestone Payments. In Alliqua shall make non-refundable, non-creditable milestone payments (each, a “Milestone Payment”) to CCT upon the event achievement of certain milestone events (each a “Milestone Event”) in connection with the sale of a Licensed Product as set forth on Schedule 7.2 hereto, with the caveat that any Sellers believe that any Additional each individual Milestone has been achieved during Payment set forth in rows numbered (1) through (11) of the Post-Closing Milestone Period, the Sellers’ Representative table set forth on Schedule 7.2 shall provide notice of such achievement to Purchaserbe paid only once. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser Alliqua shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of CCT each such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, amount within thirty forty-five (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (3045) days following the end of such Launch Year in which achievement of the Additional applicable Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”)Event occurred. If Sellers’ Representative does any Milestone Event is achieved and Alliqua has not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately yet made the prior Milestone Payment(s), all previous unpaid Milestone Payments shall be due and payable together with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified for the first such subsequent Milestone Event achieved. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 4. Performance under all other terms of the Agreement: Except as expressly amended hereby, the Agreement shall remain in full force and effect as presently written, and the Post-Closing Milestone Dispute Notice rights, duties, liabilities and obligations of the Parties thereto, as presently constituted, will continue in full effect. This First Amendment is due hereunderincorporated and made a part of the Agreement between the Parties. This First Amendment, shall be deemed together with the Agreement, constitutes the entire agreement between the Parties with respect to be accepted the subject matter contained therein, and Purchaser shall pay together, supersede and replace any prior and/or contemporaneous discussions, understandings, representations or agreements, whether written or oral, with respect to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodsubject matter thereof.

Milestone Payments. In consideration of the event that any Sellers believe that any Additional Milestone has been achieved right to Develop and Commercialize the Product in the Territory subject to the terms of this Agreement, Licensee shall pay to VBL the milestone payments described in this Section 8.2 following achievement (first occurrence) during the Post-Closing Milestone PeriodRoyalty Term of the corresponding milestone event. A Party shall promptly notify the other Party in writing of, but in no event later than ten (10) days after, the Sellers’ Representative shall provide notice achievement (first occurrence) of each such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Periodmilestone event (each, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notification Notice”) achieved by it. Licensee shall pay the applicable milestone payment relating to Sellers’ Representative regulatory milestones by wire transfer of immediately available funds into an account designated by VBL within fifteen (15) days following Sellers’ Representative’s delivery of Business Days after the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount date of the Milestone Payment specified Notification Notice; provided, however, that in no event shall a failure to deliver a Milestone Notification Notice relieve Licensee of its obligation to pay VBL the milestone payments described in this Section 8.2. Licensee shall pay milestone payments for sales-based milestones within 90 days after the end of the Calendar Year in which a sales-based milestone is achieved. If multiple sales milestones are achieved in the Post-Closing Milestone Dispute Notice same Calendar Year they will be paid at such time. Each such milestone payment shall be payable only once regardless of how many times the milestone event is achieved. Each such milestone payment is nonrefundable and noncreditable against any other payments due hereunder, except as set forth below. With respect to Sales Based Milestone Payments set forth below, Licensee may deduct, one time only with respect to each applicable deduction amount, any amount paid by Licensee to VBL under Section 8.3.2 below on Sublicense Income earned by Licensee from Sublicensees on account of the achievement of specified levels of sales of Product in the Territory, which deduction shall be deemed applied to any subsequent Sales Based Milestone Payment to be accepted and Purchaser shall pay made by Licensee to Sellers those amounts VBL hereunder. With respect to Regulatory Milestone Payments set forth below, Licensee may deduct, one time only with respect to each applicable deduction amount, any amount paid by Licensee to VBL under Section 8.3.2 below on Sublicense Income earned by Licensee from Sublicensees on account of the achievement of a regulatory milestone in the PostTerritory; provided that such deductions shall be on an indication-Closing Assessment Notice no later than five by-indication basis, so that Licensee may only deduct from a Regulatory Milestone Payment owed to VBL relating to a particular indication, Sublicense Income Payments previously made to VBL on account of Sublicense Income earned by Licensee for the achievement of a regulatory milestone relating to the same indication (5) days after including milestones for pre-commercialization activities, [***]). [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] By way of illustration of the expiration of such fifteen (15) day time period.above calculations: ● [***] ● [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED. ● [***]

Milestone Payments. In (a) If the event Purchaser determines that any Sellers believe that any Additional a Milestone has been achieved during the Post-Closing Milestone Periodor deemed achieved, the Sellers’ Representative Purchaser shall provide deliver to the Stockholders' Agent a written notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion stating that such Additional a Milestone has been achieved during or deemed achieved, and the Post-Closing Purchaser shall make the appropriate Milestone Period, then payment contemplated in Section 1.3 within thirty (30) five business days of such notice from Sellers’ Representative or, if earlier, within thirty written notice. (30b) days of Purchaser’s determination that such Additional If the Stockholders' Agent believes a Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay achieved or should be deemed to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not have been achieved, then, within thirty he may deliver a notice (30"MILESTONE NOTICE") days of Sellers’ Representative’s notice Purchaser to the Purchaser. Each Milestone Notice shall notify Sellers’ Representative of such determination. If Sellers’ Representative state that the Stockholders' Agent believes that Sellers are entitled a Milestone has been achieved or should be deemed to payment have been achieved pursuant to Section 1.7(c) and contain a brief description of all the circumstances supporting the Stockholders' Agent's belief that a Milestone has been achieved or any portion should be deemed to have been achieved. After the receipt by the Purchaser of an Additional a Milestone Payment hereunder which they have Notice, the parties shall arrange for a mutually agreeable time (not received within thirty (30later than 30 days after such receipt by the Purchaser of a Milestone Notice) days following for the Stockholders' Agent to demonstrate the achievement of the Additional applicable Milestone. If, after such demonstration, the Purchaser agrees with Stockholders' Agent as to the matters set forth in a Milestone for which Notice, the Purchaser shall make the appropriate Milestone payment is duecontemplated in Section 1.3 within five business days after the Purchaser acknowledges its agreement as to the matters set forth in a Milestone Notice. If, Sellers’ Representative mayafter such demonstration, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately agree with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights Stockholders' Agent as to the applicable matters set forth in a Milestone PaymentNotice, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that deliver a Additional Milestone has been achieved as written notice of disagreement with matters set forth in the Post-Closing Assessment Milestone Notice ("DETERMINATION NOTICE") to the Stockholders' Agent within 45 days after its receipt of a Milestone Notice. The determination by the Purchaser shall be binding unless the Stockholders' Agent gives written notice ("DETERMINATION RESPONSE NOTICE") of disagreement with the determination to the Purchaser within 30 days after its receipt of the Purchaser's Determination Notice, then specifying the nature and extent of such disagreement in sufficient specificity to allow the Purchaser shall deliver to investigate and respond to each element of such disagreement. If the Purchaser does not send a dispute notice (a “Post-Closing Milestone Dispute Notice”) Determination Notice to Sellers’ Representative the Stockholders' Agent within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) 45 days of the receipt by Sellers of a Milestone Notice, the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Purchaser shall be deemed presumed to be accepted and Purchaser shall pay to Sellers those amounts set forth in agree with the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.matters set

Milestone Payments. In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement Appendix F hereto sets forth milestone payments to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment be made with respect to each separate milestone and a final schedule of values, and the sum of all such Additional Milestone is due to Sellers hereunder milestone payments and Sellers the final schedule of values equals the Fixed Design-Build Price. Payments by the Sewer District shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration (1) made only upon completion of the Post-Closing Milestone Period without affecting Sellers’ rights milestone, or completion of demonstrated progress against the final schedule of values, required to be completed as the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of basis for such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved payment as set forth in Appendix F-1 hereto; (2) subject to the Postmaximum payment limitations specified in the maximum drawdown schedule set forth in Appendix F-2 hereto; and (3) subject to the conditions of payment set forth in this Section. (B) Requisitions. Following the Design-Closing Assessment NoticeBuild Commencement Date, then Purchaser shall deliver the Design-Build Contractor must submit Requisitions to the Sewer District on a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery monthly basis and may receive from the Sewer District the partial payments of the PostFixed Design-Closing Assessment NoticeBuild Price. A representative Each Requisition must be accompanied by a certificate of Purchaser, on an authorized Design-Build Contractor official certifying: (1) the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days portion of the receipt by Sellers of Fixed Design-Build Price which is payable to the PostDesign-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen Build Contractor, (152) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of any Fixed Design-Build Price Adjustments which are payable to the Milestone Payment specified Design-Build Contractor, together with Cost Substantiation for such amounts, if any, that are not subject to a lump sum amount, (3) that the Design-Build Contractor is neither in default under this Design-Build Agreement nor in breach of any material provision of this Design-Build Agreement such that the Postbreach would, with the giving of notice or passage of time, constitute an Event of Default, (4) that all items applicable to the milestone or schedule of values entitling the Design-Closing Milestone Dispute Notice is due hereunder, shall be deemed Build Contractor to be accepted and Purchaser shall pay to Sellers those amounts request payment under the payment schedule set forth in Appendix F hereto have been completed in accordance therewith and with this Design-Build Agreement, including the Post-Closing Assessment Notice no later than five Technical Specifications, and (5) days after that all work for which the expiration Sewer District has previously paid is free and clear of such fifteen (15) day time periodany lien, claim, or other encumbrance of any person whatsoever. As a condition precedent to payment, the Design-Build Contractor shall, as required by the Sewer District, also furnish to the Sewer District properly executed waivers of lien or claim, in a form acceptable to the Sewer District, from all Subcontractors, materialmen, suppliers or others having lien or claim rights, wherein said Subcontractors, materialmen, suppliers or others having lien or claim rights, shall acknowledge receipt of all sums due pursuant to all prior Requisitions and waive and relinquish any liens, lien rights or other claims relating to the Work and the Project Site.

Milestone Payments. In (a) Following the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone PeriodClosing, the SellersShareholders shall be entitled to receive from Purchaser the Milestone Stock Consideration, to the extent each Milestone is achieved and the corresponding portion of the Adjusted Milestone Consideration becomes due and payable pursuant to the terms and conditions set forth in this Section 1.5 and Annex E. (b) On March 31 of each year, commencing in 2021 and through and including 2024, Purchaser shall deliver to the Shareholders’ Representative a notice (the “Milestone Payment Notice”), describing the percentage of each Milestone achieved within the prior calendar year, if any (without double counting achievement in prior years), and setting forth Purchaser’s good faith calculation of the amount, if any, payable in respect of the prior calendar year’s achievement, which shall equal (i) the percentage of the Distributor Milestone achieved in such calendar year multiplied by the Adjusted Distributor Milestone Consideration, plus (ii) the percentage of Annual Total Revenue Milestone achieved in such calendar year multiplied by the Adjusted Annual Total Revenue Milestone Consideration, plus (iii) the percentage of the Annual EBITDA Milestone achieved in such calendar year multiplied by the Adjusted Annual EBITDA Milestone Consideration, plus (iv) the percentage of the Debt and Equity Milestone achieved in such calendar year multiplied by the Adjusted Debt and Equity Milestone Consideration, minus (v) the aggregate amount of any liability of the Shareholders that relate to all Shareholders and not individual Shareholders under Section 8.2(a), to the extent not previously reduced from any prior year’s Adjusted Milestone Consideration, and plus (vi) the Estonian Share Gain, if any, to the extent not previously added to any prior year’s Adjusted Milestone Consideration (the “Adjusted Milestone Consideration”). The Milestone Payment Notice shall also include a schedule (the “Milestone Allocation Schedule”) setting forth (A) the portion of the Adjusted Milestone Consideration allocable to each Shareholder and to Translink, which shall be equal to the Milestone Percentage for each Shareholder or Translink multiplied by the Adjusted Milestone Consideration, as further reduced for any individual Shareholder by the amount of any liability that relates to that individual Shareholders and not all Shareholders under Section 8.2(a), to the extent not previously reduced from such Shareholder’s portion of the Adjusted Milestone Consideration in a prior year (each such portion, a “Milestone Consideration Allocation”), and (B) the number of shares of Purchaser Common Stock issuable to each Shareholder and to Translink, which shall be that whole number of shares of Purchaser Common Stock, rounded down to the nearest share, equal to the quotient obtained by dividing the Milestone Consideration Allocation for such Shareholder or Translink by the applicable Milestone Share Price (the total shares of Purchaser Common Stock issuable pursuant to the foregoing calculation in connection with the achievement of the Milestones, the “Milestone Stock Consideration” and, together with the Adjusted Closing Stock Consideration, the “Purchaser Shares”). (c) If the Shareholders’ Representative disputes Purchaser’s calculations as set forth in the Milestone Payment Notice or the Milestone Allocation Schedule, then the Shareholders’ Representative shall provide notice deliver to Purchaser, within five (5) Business Days following receipt of the Milestone Payment Notice, a written statement, which shall set forth in reasonable detail those items in the Milestone Payment Notice and Milestone Allocation Schedule that the Shareholders’ Representative disputes, along with reasonable supporting documentation therefor, which statement shall be a Dispute Notice for the purposes of this Section 1.5. If the Shareholders’ Representative does not deliver such written statement within five (5) Business Days after receipt of the Milestone Payment Notice, then Purchaser’s calculations as provided in the Milestone Payment Notice and Milestone Allocation Schedule shall be deemed final and binding on Purchaser, the Shareholders’ Representative and the Shareholders. (d) If Purchaser disputes all or any portion of the Shareholders’ Representative’s proposed modification of the Milestone Payment Notice or the Milestone Allocation Schedule or the calculations set forth thereon, then Purchaser shall notify the Shareholders’ Representative in writing of such achievement dispute setting forth in reasonable detail those items that Purchaser disputes, and the Shareholders’ Representative and Purchaser shall negotiate in good faith to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved reach an agreement during the Post-Closing thirty (30)-day period immediately following Purchaser’s receipt of the Dispute Notice (and all such discussions related thereto shall, unless otherwise agreed by Purchaser and the Shareholders’ Representative, be governed by Rule 408 of the Federal Rules of Evidence). (e) If, within the thirty (30)-day negotiation period described in Section 1.5(d), Purchaser and the Shareholders’ Representative are unable to reach an agreement on the Milestone PeriodPayment Notice and the Milestone Allocation Schedule and the calculations set forth thereon, then within Purchaser and the Shareholders’ Representative shall promptly thereafter cause an Accounting Arbitrator to review the disputed items or amounts for purposes of calculating Purchaser Common Stock payable to each Shareholder. The Accounting Arbitrator shall, under the terms of its engagement, have no more than thirty (30) days from the date of such notice referral and no more than ten (10) Business Days from Sellersthe final submission of information by Purchaser and the Shareholders’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of which to render its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment written decision with respect to such Additional Milestone is due the disputed items (and only with respect to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as unresolved disputed items set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand), and the Sellers’ Representative, final Milestone Allocation Schedule and the calculation of Purchaser Common Stock payable to each Shareholder shall be based solely on the otherresolution of such disputed items by the Accounting Arbitrator. The Accounting Arbitrator shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, shall attempt in good faith the Accounting Arbitrator may not assign a value to resolve any item greater than the greatest value for such objections within fifteen (15) days item claimed by either party or less than the least value for such item claimed by either party. The decision of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, Accounting Arbitrator shall be deemed final and binding upon the Parties and enforceable by any court of competent jurisdiction. Each of Purchaser and the Shareholders’ Representative shall bear that percentage of the fees, costs and expenses of the Accounting Arbitrator equal to the proportion (expressed as a percentage) of the dollar value of the disputed amounts determined in favor of the other party by the Accounting Arbitrator. (f) The right of the Shareholders or Translink to receive any portion of the Adjusted Milestone Consideration (A) is solely a contractual right and is not a security for purposes of any federal or state securities laws (and shall confer upon the Shareholders only the rights of a general unsecured creditor under applicable state law), (B) will not be accepted represented by any form of certificate or instrument, (C) does not give the Shareholders, Translink or any of their Affiliates any dividend rights, voting rights, liquidation rights, preemptive rights or other rights common to holders of a Person’s equity securities, (D) is not redeemable, and Purchaser (E) may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed of except by operation of law or with Purchaser’s prior written consent (and any transfer in violation of this Section 1.5 shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodbe null and void.

Milestone Payments. In (a) Subject to Buyer’s right of set-off under Section 10.5, Seller shall be entitled to receive and Buyer shall pay to Seller payments (the “Milestone Payments”) as follows: (i) a one-time payment of $ [ *** ] if and when Buyer achieves [ *** ] at an Average Annual Cost Per Module [ *** ] within any Measurement Period during the Milestone Period; and (ii) a one-time payment of $ [ *** ] if and when Buyer [ *** ] at an Average Annual Cost Per Module [ *** ] within any Measurement Period during the Milestone Period. For the avoidance of doubt, the parties hereby acknowledge and agree that (i) in the event that any Sellers believe that any Additional Milestone has been achieved during both milestones described under clause (i) and (ii) above are met in the Post-Closing Milestone same Measurement Period, Seller will be entitled to Milestone Payments under both such clauses and (ii) the Sellers’ Representative aggregate amount of Milestone Payments shall provide notice not exceed $5,000,000. (b) Subject to Section 2.2(g), no later than thirty (30) days after each Reporting Date (unless pursuant to Section 2.2(a), 2.2(g) or 10.5 no further Milestone Payments shall be payable), Buyer shall prepare (or cause to be prepared) and deliver to Parent and Seller a report (each, a “Milestone Statement”) containing (i) a calculation of the [ *** ] and Average Annual Cost Per Module in accordance with the provisions set forth in Exhibits A and B, respectively, for the Measurement Period ending on such achievement Reporting Date, which calculation shall be in the form set forth in Exhibits A and B and shall include the underlying information supporting such calculation listed in Exhibits A and B, (ii) a determination as to Purchaserwhether a Milestone Payment is due with respect to such Measurement Period and (iii) the name of Buyer’s representative for purposes of Section 2.2(c) (“Buyer Representative”). If Purchaser determines in its sole and reasonable discretion that such Additional Unless Seller challenges the Milestone has been achieved during the Post-Closing Milestone Period, then Statement within thirty (30) days of such delivery thereof, Buyer’s calculation [ *** ] and Average Annual Cost Per Module and its determination as to whether a Milestone Payment is due shall be conclusive and binding upon Parent and Seller. (c) In the event that Seller disputes the Milestone Statement, Seller shall notify Buyer in writing by delivering a notice from Sellers’ Representative or, if earlier, (a “Milestone Dispute Notice”) within thirty (30) days after delivery of Purchaserthe Milestone Statement, which Milestone Dispute Notice shall set forth in reasonable detail (taking into account the information made available to Seller) Seller’s determination that such Additional objections to the Milestone has been achieved, Purchaser shall notify Sellers’ Representative Statement and the name of its determination and pay to Sellers Seller’s representative for purposes of Section 2.2(c) (the Additional Milestone Payment payable in respect of such Additional Milestone“Seller Representative”). If Sellers’ Seller timely delivers a Milestone Dispute Notice, such objections shall be resolved as follows: (i) The Buyer Representative delivers and the Seller Representative shall first use reasonable efforts and cooperate in good faith to resolve such objections. (ii) If the Buyer Representative and the Seller Representative do not reach a notice and Purchaser determines, resolution of all objections set forth in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, Dispute Notice within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative after delivery of such determinationMilestone Dispute Notice, Buyer and Seller shall submit such disagreement for final binding resolution to the Arbitrating Accountant, who shall be engaged to provide a conclusive, final and binding resolution of the unresolved objections set forth in the Milestone Dispute Notice. (iii) In the event of any dispute provided for in Section 2.2(c)(ii), subject to the Arbitrating Accountant first entering into a confidentiality agreement with Buyer and Seller in form and substance reasonably satisfactory to Buyer and Seller containing restrictions on the use and disclosure of confidential information of Buyer and Seller and their Affiliates, at the request of the Arbitrating Accountant, Buyer shall provide the Arbitrating Accountant, reasonable access to the books, records and facilities of Buyer with respect to the Business, and Buyer shall cooperate with the Arbitrating Accountant, to the extent reasonably required by the Arbitrating Accountant to resolve any objections raised in a Milestone Dispute Notice and submitted to the Arbitrating Accountant for resolution pursuant to Section 2.2(c)(ii). If Sellers’ The parties acknowledge and agree that the confidentiality agreement shall (i) prohibit the Arbitrating Accountant from disclosing any confidential information of Buyer to Seller or of Seller to Buyer (including any information or analysis derived from Buyer’s or Seller’s confidential information) and (ii) provide that the decision of the Arbitrating Accountant shall include only a determination as to [ *** ] (in the form set forth in Exhibit A), Average Annual Cost Per Module (in the form set forth In Exhibit B), whether a Milestone Payment is due under this Section 2.2 and the margin of error in the calculation of Average Annual Cost Per Module or [ *** ] but shall not include any additional information or analysis derived from Buyer’s confidential information. (iv) The Buyer Representative believes that Sellers are and the Seller Representative shall each be entitled to payment make a presentation to the Arbitrating Accountant pursuant to procedures to be agreed to among the Buyer Representative, the Seller Representative and the Arbitrating Accountant, advocating the merits of all or any portion of an Additional Milestone Payment hereunder which they have not received each party’s position and the Arbitrating Accountant shall be required to resolve the unresolved objections within thirty (30) days following the achievement thereafter. The determination of the Additional Arbitrating Accountant shall be final and binding upon Buyer, GE, Parent and Seller. The fees and expenses of the Arbitrating Accountant shall be borne by (i) Seller if the Arbitrating Accountant determines that Buyer was correct in not paying the Milestone for Payment that was the subject of such dispute or (ii) Buyer if the Arbitrating Accountant determines that Buyer should have paid the Milestone Payment that was the subject of such dispute. (d) Within fifteen (15) days after the earlier of (i) delivery of a Milestone Statement pursuant to which a Milestone Payment is payable or (ii) the resolution of all objections set forth in a Milestone Dispute Notice pursuant to Section 2.2(c)(i) or 2.2(c)(iv), Buyer shall pay to Seller any Milestone Payment determined to be payable pursuant to such Milestone Statement or resolution of objection, minus any amounts offset pursuant to Section 10.5. Such payment, less any applicable tax withholding pursuant to Section 7.5(e) plus any applicable VAT, shall be made by wire transfer of immediately available funds to an account designated in writing by Seller at least five (5) Business Days prior to the date on which such payment is due, Sellers’ Representative may, not later than twelve (12) months following . In the achievement of such Additional Milestone, deliver to Purchaser event that a notice setting forth Sellers’ Representative’s determination Milestone Statement indicates that all or a portion of such Additional the Milestone Payment pursuant to Section 2.2(a)(i) is due under payable and Seller delivers a Milestone Dispute Notice claiming that the Milestone Payment pursuant to Section 2.2(a)(ii) is also payable, Buyer shall pay the Milestone Payment pursuant to Section 2.2(a)(i) in accordance with the aforesaid notwithstanding that Seller has delivered a Milestone Dispute Notice. (e) Payments made pursuant to this Agreement Section 2.2 will be treated as adjustments to the Purchase Price for all Tax purposes. For all Tax purposes, each party agrees not to take an inconsistent position therewith including in the filing of any Tax Return or pursuant to any audit or administrative or judicial proceeding. (f) The control of the “Post-Business on and after the Closing Assessment Notice”)will rest exclusively with Buyer and its Affiliates, and neither Parent nor the Company shall have any right to object to the manner in which the Business is conducted after the Closing, including any rights to prevent the merger or consolidation of Buyer, any sale or transfer of any shares of Buyer or any assets of Buyer to any third Person or the acquisition of any interests in or assets of any third Person. If Sellers’ Representative Notwithstanding the foregoing, Buyer shall, if the Closing does not deliver occur, use commercially reasonable efforts to Purchaser a Post-Closing Assessment utilize the Purchased Assets and [ *** Portions ] and decrease the Average Annual Cost Per Module with a target [ *** ] Average Annual Cost Per Module [ *** ] by the end of the Milestone Period. For the avoidance of doubt, the parties hereby acknowledge and agree that nothing in this Agreement in general or in this Section 2.2 in particular shall be deemed to be an undertaking by Buyer or any of its Affiliates that Buyer will be successful in reaching such target [ *** ] or Average Annual Cost Per Module. Buyer has the right, in its sole discretion, for any reason or for no reason, not to make use of the Purchased Assets or to discontinue the Business, and Parent and Seller acknowledge and agree that such discontinuance shall not, in and of itself, be deemed a breach of the covenant to use commercially reasonable efforts to [ *** ] and reduce the Average Annual Cost Per Module in the manner set forth in the second sentence of this page have been omitted pursuant to a request for Confidential Treatment filed separately with paragraph. Notwithstanding the Commission. Notice within such twelve (12) month periodforegoing, then Sellers shall have been deemed to agree in the event that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing the Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in Period and the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery full payment of the Post-Closing Assessment Notice. A representative of PurchaserMilestone Payments, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days Buyer sells or disposes of the receipt by Sellers Business or all or substantially all of the Post-Closing assets related to the Business to any third party (except to an Affiliate of Buyer, in which case Buyer shall remain liable to make the Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within Payments) and such third party acquirer does not assume Buyer’s obligations pursuant to this Section 2.2, Buyer shall pay to Seller the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the aggregate amount of the Milestone Payment specified in Payments contemplated pursuant to this Section 2.2 minus any Milestone Payments already paid to Seller minus any amounts offset pursuant to Section 10.5 less any applicable tax withholding pursuant to Section 7.5(e) plus any applicable VAT. The parties agree that if such third party acquiror does assume Buyer’s obligations pursuant to this Section 2.2, Buyer and GE shall guarantee such obligations. (g) Buyer shall have the Post-Closing option, at any time, to pay Seller the aggregate amount of the Milestone Dispute Notice is due hereunderPayments contemplated pursuant to this Section 2.2 minus any Milestone Payments already paid to Seller minus any amounts offset pursuant to Section 10.5 (the “Early Payment”). Upon payment of the Early Payment, all obligations of Buyer related to the Milestone Payments, including any obligations of Buyer under this Section 2.2, shall be deemed terminated without further liability of Buyer or any of its Affiliates with respect thereto. Buyer shall notify Seller in writing of its election to make the Early Payment and, upon receipt of such notice, Seller shall promptly designate in writing a bank account to which such payment shall be accepted and Purchaser made. Within ten (10) days of delivery of such notice, Buyer shall pay the Early Payment, less any applicable tax withholding pursuant to Sellers those amounts set forth Section 7.5(e) plus any applicable VAT, by wire transfer of immediately available funds to the account designated in writing by Seller. (h) For purposes of this Section 2.2, the Post-Closing Assessment Notice no later than five (5) days after following terms shall have the expiration of such fifteen (15) day time period.meanings specified or referred to in this Section 2.2(h):

Milestone Payments. In the event that any Sellers believe that any Additional Milestone 8.5.1 When HPD has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or completed a portion of such Additional the Work that would entitle it to receive a Milestone Payment is due under this Agreement Payment, it shall submit to NSI an invoice (the “Post-Closing Assessment NoticeInvoice”). An Invoice shall (i) state NSI’s project number, (ii) set forth the Milestone(s) that HPD has successfully achieved and (iii) set forth the Milestone Payment(s) which correspond to the completion of such Milestone(s). 8.5.2 Within fifteen days of its receipt of an Invoice, NSI shall provide written notice to HPD as to any reasonable objections it may have as to Milestones that HPD claims to have achieved. If Sellers’ Representative does not deliver NSI fails to Purchaser a Post-Closing Assessment *** Portions provide written notice of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice any objections within such twelve (12) month fifteen-day period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, NSI shall be deemed to have acknowledged the successful completion by HPD of the Milestone(s) HPD claims to have achieved and shall further be deemed to have accepted the corresponding Invoice, unless HPD has failed to achieve a Milestone, or a component of a Milestone, that shall not have been then discoverable in the exercise of reasonable diligence; and Purchaser in such case, NSI shall have a period of fifteen days to provide its notice in accordance with this Section 8.5.2 from NSI’s actual discovery of the issue. If NSI provides a reasonable objection (within the foregoing fifteen-day periods) as to the claim by HPD of completion as to any Milestone, HPD shall not be paid for such Milestone until the Milestone is in fact achieved or corrected; provided however, the remaining undisputed portion of the Invoice shall be deemed accepted by NSI. HPD may include such Milestone in the Invoice immediately following the date the Milestone is finally achieved. 8.5.3 NSI shall pay the undisputed portion of an Invoice within 30 days after submission of such Invoice. The effective date of the submission of an Invoice shall be deemed the day when NSI receives the Invoice from HPD. 8.5.4 If NSI objects to Sellers those amounts any amount(s) expressed in any Invoice within the time period set forth at Subparagraph 8.5.2, either Party may at any time refer such objection to the dispute resolution procedures set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodArticle 12.

Milestone Payments. (a) At the Closing, Parent will issue to each Milestone Payment Recipient that is an Indemnyfing Stockholder its Contingent Allocation of the First Milestone Payment in the form of restricted Parent Series A-2 Preferred Shares (the “First Milestone Shares”), valued at the Parent Preferred Per Share Price; provided, however, that to the extent any Milestone Payment Recipient is a Non-Accredited Person, Parent shall pay to such recipient, as soon as practicable following the occurrence of the First Milestone, a cash payment in amount of his or her Contingent Allocation of the First Milestone Shares in lieu of such shares. The First Milestone Shares shall initially be restricted in accordance with the Stock Restriction Agreement in substantially the form attached hereto as Exhibit G (the “Stock Restriction Agreement”) and shall become fully vested Parent Series A-2 Preferred Shares only upon the occurrence of the First Milestone. Upon the occurrence of the First Milestone, Parent shall promptly (and in any event, no later than fifteen (15) days thereafter) deliver a notice to the Stockholders’ Representative of such occurrence, which notice shall include an express reference that the restrictions set forth in the Stock Restriction Agreement have been released. In the event that the First Milestone has not occurred prior to December 31, 2025 (the “Surrender Time”), the First Milestone Shares shall be automatically canceled and extinguished effective as of the Surrender Time without any Sellers believe consideration payable therefor. Notwithstanding anything to the contrary in this Agreement, in the event that any the Company delivers notice to Parent prior to the Closing that the First Milestone has occurred, the First Milestone Shares shall be issued to the Milestone Payment Recipients at Closing without restriction and not subject to the Stock Restriction Agreement, and such First Milestone Shares shall be fully vested Parent Series A-2 Preferred Shares as of such issuance. (b) Upon the occurrence of each of the events set forth in Table 1.14 under “Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Trigger Event” (each an “Additional Milestone has been achieved during the Post-Closing Milestone PeriodTrigger Event”) by Parent, then within its Affiliates, licensees or sublicensees, Parent shall promptly (and in any event, no later than thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30thereafter) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such deliver a notice and Purchaser determines, in its sole and reasonable discretion, that to the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify SellersStockholders’ Representative of such determination. If Sellersoccurrence and, within fifteen (15) days of such notice, deposit or release, or cause to be deposited or released, as applicable, the applicable Milestone Payment set forth in Table 1.14 under “Additional Milestone Payment” opposite such Additional Milestone Trigger Event (each, an “Additional Milestone Payment”) with the Stockholders’ Representative believes that Sellers are entitled or its designated agent, in each case subject to payment the provisions of all or Section 1.14(c) and Section 1.14(d) and withholding rights set forth in Section 1.11 and less the portion of such amounts, if any, allocable to Dissenting Shares. In the event Parent elects to pay any portion of an Additional Milestone Payment hereunder in cash, such cash consideration shall be paid by or on behalf of Parent in immediately available funds by wire transfer to an account of the Stockholders’ Representative or its designated agent with a bank designated by the Stockholders’ Representative by notice to Parent, which they have not received notice shall be delivered within thirty three (303) days following Business Days of the achievement Stockholders’ Representative’s receipt of notice of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following Trigger Event and shall include the achievement name of such Additional Milestone, deliver to Purchaser a notice setting forth Sellersthe Stockholders’ Representative’s determination that all or a portion designated agent, if any. Upon receipt of any such Additional Milestone Payment is due under this Agreement (made in cash, the “Post-Closing Assessment Notice”). If SellersStockholders’ Representative does not deliver shall pay or cause to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant be paid to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such each Milestone Payment or Recipient entitled to receive such payment in cash, and in any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative event within fifteen (15) days following Sellers’ Representative’s delivery Business Days of the Post-Closing Assessment Notice. A representative of Purchasersuch receipt, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith its Contingent Allocation with respect to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone Payment. Following the payment of any Milestone Payment to the Stockholders’ Representative or its designated agent, each Milestone Payment Recipient shall look only to the Stockholders’ Representative (and not to Parent, the Surviving Corporation or any of their respective Affiliates) to receive such Milestone Payment Recipient’s Contingent Allocation with respect to such Milestone Payment. It is expressly understood and agreed that Parent, the Surviving Corporation and their respective Affiliates shall have no Liability to any Milestone Payment Recipient for its Contingent Allocation with respect to any Milestone Payment so long as such Milestone Payment has been achieved, and that paid by or on behalf of Parent to the amount of the Stockholders’ Representative or its designated agent. Parent shall pay interest on any Additional Milestone Payment specified that is not paid on or before the date such payments are due under this Agreement at an annual rate equal (a) the prime rate as published in the Post-Closing Wall Street Journal, Eastern Edition in effect from time to time during such period plus (b) one percent (1%), calculated on the total number of days payment is delinquent. Prior to a Parent IPO, to the extent any Additional Milestone Dispute Notice Payment is due hereundercomprised of Milestone Stock Consideration, shall be deemed to be accepted and Purchaser Parent shall pay to Sellers those amounts set forth any Milestone Payment Recipient who is a Non-Accredited Person, in the Post-Closing Assessment Notice no later than five (5) days after the expiration lieu of such fifteen (15) day time period.Milestone Stock Consideration, a cash payment equal to his or her Contingent Allocation of Milestone Stock Consideration. The Additional Milestone Trigger Events and Additional Milestone Payments are as follows:

Milestone Payments. In (A) Subject to the event terms and conditions of this Agreement, promptly following the first occurrence of each of the events set forth below with respect to a Product that any Sellers believe that any Additional is within the scope of a Valid Claim (each, a "DEVELOPMENT MILESTONE EVENT"), whether such Development Milestone has been Event is achieved during by Amylin or its Affiliate or sublicensee, Amylin shall notify Nastech of the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice occurrence of such achievement Development Milestone Event and within [***] after such occurrence pay to Purchaser. If Purchaser determines Nastech the milestone payment set forth below corresponding to such Development Milestone Event (each, a "MILESTONE PAYMENT"): [***] (B) Subject to the terms and conditions of this Agreement, no later than [***] following the close of the Calendar Quarter in its sole and reasonable discretion which [***] sales of Products that such Additional Milestone has been achieved during are within the Post-Closing Milestone Periodscope of one or more Valid Claims achieves one of the following milestone events (each, then within thirty (30) days a "SALES MILESTONE EVENT"), Amylin shall notify Nastech of the occurrence of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Sales Milestone has been achieved, Purchaser Event and shall notify Sellers’ Representative of its determination and pay to Sellers Nastech the Additional milestone payment set forth below corresponding to such Sales Milestone Payment payable Event (each, a "SALES MILESTONE PAYMENT"): [***] (C) Each of the Development Milestone Payments and Sales Milestone Payments described in this Section 5.1 shall be made no more than once with respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional relevant Development Milestone for which payment Event or Sales Milestone Event and shall be payable only the first time such Development or Sales Milestone Event is dueachieved. For clarification, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional aggregate Development and Sales Milestone Payment is due Payments potentially payable under this Agreement (the “Post-Closing Assessment Notice”)Section 5.1 shall not exceed $89,000,000. If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [*** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period*], then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time periodHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]