Common use of Milestone 1 Clause in Contracts

Milestone 1. If the Milestone 1 Target is achieved during the Milestone Achievement Period, then no later than the fifth (5th) Business Day after Parent files its first Quarterly Report on Form 10-Q, or Annual Report on Form 10-K, as applicable (“SEC Report”), with the Securities and Exchange Commission (the “SEC”) following the end of the four (4) consecutive calendar quarters during which the Milestone 1 Target is achieved, Parent shall deliver to the Rights Agent (i) a certificate (the “Milestone 1 Compliance Certificate”) certifying that the Holders are entitled to receive the Milestone 1 Payment and (ii) an amount in cash equal to the aggregate Milestone 1 Payment with respect to the CVRs held by all Holders. The Rights Agent shall promptly (and in no event later than five (5) Business Days after receipt thereof by the Rights Agent) send to each Holder at its address set forth in the CVR Register a copy of the Milestone 1 Compliance Certificate and an amount in cash equal to the Milestone 1 Payment with respect to each CVR held by such Holder. In the event that the Milestone 1 Target is not achieved prior to the end of the Milestone Achievement Period, the Holders shall have no right to receive the Milestone 1 Payment with respect to their CVRs.