Common use of Purchase Price; Use of Proceeds Clause in Contracts

Purchase Price; Use of Proceeds. (a) Subject to the terms and conditions hereof, Purchaser will pay to Seller, in the aggregate, up to $80,000,000 (such aggregate amounts actually paid pursuant to this Section 1.3(a), the “Purchase Price”) in four separate tranches as follows: (i) $20,000,000 (the “First Milestone Amount”) will be payable on the First Milestone Closing Date (the “First Milestone”); (ii) $20,000,000 (the “Second Milestone Amount”) will be payable on the Second Milestone Closing Date (the “Second Milestone”); (iii) $20,000,000 (the “Third Milestone Amount”) will be payable on the Third Milestone Closing Date (the “Third Milestone”); and (iv) $20,000,000 (the “Fourth Milestone Amount”) will be payable on the Fourth Milestone Closing Date. (b) Subject to Sections 1.5 and 1.6, as applicable, Purchaser shall pay the Milestone Amount on each Milestone Closing Date by wire transfer in immediately available U.S. dollar funds to an account to be designated in writing by Seller prior to the Milestone Closing Date. (c) Seller will apply the Purchase Price primarily to support clinical development and regulatory activities for GC and the Products, as well as to satisfy working capital obligations and for Seller’s general corporate expenses (“Funded Activities”). As between the Parties, Seller will have the sole responsibility to pay all providers of Funded Activities, whether such providers are Third Person providers or Seller’s employees or Affiliates. Purchaser will not have any obligation or responsibility to pay any portion of the Purchase Price directly to any providers of Funded Activities or to any Third Person.

Purchase Price; Use of Proceeds. (a) Subject to the terms and conditions hereof, Purchaser will pay to Seller, in the aggregate, Seller up to three (3) separate purchase prices equaling, respectively, $80,000,000 41,666,666.67 (such amount, the “First Purchase Price”), $41,666,666.67 (such amount, the “Second Purchase Price”) and $41,666,666.66 (such amount, the “Third Purchase Price”), for aggregate payments of $125,000,000 if all three purchases described in Section 2.1(a) are consummated (such aggregate amounts actually paid pursuant to this Section 1.3(a1.2(a), the “Purchase Price”) in four separate tranches as follows: (i) $20,000,000 (the “First Milestone Amount”) will be payable on the First Milestone Closing Date (the “First Milestone”); (ii) $20,000,000 (the “Second Milestone Amount”) will be payable on the Second Milestone Closing Date (the “Second Milestone”); (iii) $20,000,000 (the “Third Milestone Amount”) will be payable on the Third Milestone Closing Date (the “Third Milestone”); and (iv) $20,000,000 (the “Fourth Milestone Amount”) will be payable on the Fourth Milestone Closing Date. (b) Subject to Sections 1.5 and 1.6, as applicable, The Purchaser shall pay the Milestone Amount First Purchase Price on each Milestone the First Closing Date by wire transfer in immediately available U.S. dollar funds to an account to be designated in writing by Seller prior to the Milestone First Closing Date. Subject to Sections 1.4 and 1.6, the Purchaser shall pay the Second Purchase Price on the Second Closing Date and the Third Purchase Price on the Third Closing Date by wire transfer in immediately available U.S. dollar funds to an account to be designated in writing by Seller prior to each such date. The Parties intend that the First Purchase, the Second Purchase and the Third Purchase shall close concurrently with the closing of the first tranche of the Investment Transaction (the “First Investment Tranche”), the closing of the second tranche of the Investment Transaction (the “Second Investment Tranche”) and the closing of the third tranche of the Investment Transaction (the “Third Investment Tranche”), respectively, except to the extent the Investment Transaction is accelerated as provided in Section 1.3(c) of the Series C Purchase Agreement. (c) Seller will apply the Purchase Price primarily to support clinical development and regulatory activities for GC and Fovista and, to the extent applicable, other Products, as well as to satisfy working capital venture debt obligations and for Seller’s general corporate expenses (“Funded Activities”). As between the Parties, Seller will have the sole responsibility to pay all providers of Funded Activities, whether such providers are Third Third-Person providers or Seller’s employees or Affiliates. Purchaser will not have any no obligation or responsibility to pay any portion of the Purchase Price directly to any providers of Funded Activities or to any Third Person.