Common use of Milestone Consideration Clause in Contracts

Milestone Consideration. In partial consideration of the license and other rights granted herein and subject to the terms and conditions set forth in this Agreement, upon achievement after the Effective Date of any milestone event listed below (each a "Milestone Event"), Myriad shall pay a milestone consideration (each a "Milestone Consideration") to Licensor within thirty (30) days following achievement of such Milestone Event; provided, however, that the -------- ------- Milestone Consideration payable in connection with the Fourth Milestone Event shall be payable within ninety (90) days following the achievement of the Fourth Milestone Event, all in accordance with the following: Milestone Event Milestone Consideration --------------- ----------------------- [ ] For clarification, each Milestone Consideration shall be payable only for the first occurrence of each corresponding Milestone Event achieved in respect of the Licensed Product. At Myriad's sole discretion, up to One Hundred Percent (100%) of each Milestone Consideration payable to Licensor may be in the form of a cash investment by Myriad in shares of Series B Preferred Stock, $.001 par value per share, of the Licensor (the "Series B Preferred Stock"); provided, -------- however, that Myriad shall purchase not less than the minimum number of Series B ------- Preferred Stock as is provided for in the Stock Purchase Agreement. The purchase price for each such investment shall be fully credited on a dollar-for-dollar basis against such Milestone Consideration. Any investments to be made by Myriad in Series B Preferred Stock of Licensor under this Section 4.2 shall be pursuant to the Stock Purchase Agreement. The First Milestone Event shall result in the Second Closing, as defined in the Stock Purchase Agreement. The Second Milestone Event shall result in the Third Closing, as defined in the Stock Purchase Agreement. The Third Milestone Event shall result in the Fourth Closing, as defined in the Stock Purchase Agreement. The Fourth Milestone Event shall result in the Fifth Closing, as defined in the Stock Purchase Agreement. Fifty percent (50%) of each such Milestone Consideration shall, at the sole discretion of Licensor, be payable in the form of cash, or any combination of cash and Myriad common stock. The value of any such Myriad common stock used to pay any Milestone Consideration shall be equal to the Fair Market Value of such common stock.

Milestone Consideration. In partial consideration of the license and other rights granted herein and subject to the terms and conditions set forth in this Agreement, upon achievement after the Effective Date of Please be advised that any milestone event listed below (each a "Milestone Event"), Myriad shall pay a milestone consideration (each a "Milestone Consideration") to Licensor within thirty (30) days following achievement of such Milestone Event; provided, however, that the -------- ------- Milestone Consideration payable in connection cash will be delivered via check to the address of record on file with the Fourth Milestone Event shall be payable within ninety (90) days following the achievement of the Fourth Milestone Event, all in accordance with the following: Milestone Event Exchange Agent. If you would like to request that any Milestone Consideration --------------- ----------------------- [ ] For clarificationbe delivered via a different payment method (e.g. wire), each Milestone Consideration shall be payable only for you must provide the first occurrence Stockholders Representative revised payment instructions (including any updates or corrections to the information previously provided in your completed Letter of each corresponding Milestone Event achieved in respect of the Licensed Product. At Myriad's sole discretion, up to One Hundred Percent (100%Transmittal) of each Milestone Consideration payable to Licensor may be in the form of a cash investment by Myriad in shares of Series B Preferred Stock, $.001 par value per share, of the Licensor (the "Series B Preferred Stock"); provided, -------- however, that Myriad shall purchase not less than five Business Days following receipt of a Milestone Notice (as such term is defined in the minimum Merger Agreement) from the Stockholders Representative. All questions as to the validity, form and eligibility of any surrender of certificates will be determined by the Exchange Agent and Kolltan Pharmaceuticals, Inc. and such determination shall be final and binding. Exchange Agent and the Company reserve the right to waive any irregularities or defects in the surrender of any certificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived. The Form W-9 BELOW must be completed and signed if you are a U.S. person (including a U.S. resident alien). PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. NOTE: FAILURE TO COMPLETE AND RETURN AN PROPERLY COMPLETED FORM W-9 OR FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENT MADE TO YOU PURSUANT TO THE MERGER. Under current U.S. federal income tax law, a Kolltan Pharmaceuticals, Inc. stockholder who tenders Kolltan Pharmaceuticals, Inc. stock certificates that are accepted for exchange may be subject to backup withholding (currently at a 28% rate). If the stockholder is a U.S. person, in order to avoid such backup withholding, the stockholder must provide the Exchange Agent with such stockholder’s correct taxpayer identification number (“TIN”) and provide certain certifications, including a certification as to the correctness of the TIN and that such stockholder is not subject to such backup withholding, by completing the Form W-9 provided herewith. In general, if a stockholder is an individual, the TIN is the Social Security number or individual taxpayer identification number of Series B ------- Preferred Stock as is provided for such individual, and, in the Stock Purchase Agreementcase of an entity, is the stockholder’s Employer Identification Number. The purchase price If the stockholder does not have a TIN, such stockholder should obtain Form SS-4 or W-7, as applicable, apply for each a TIN on such investment shall applicable Form, and receive a TIN prior to submitting the Form W-9. If the Exchange Agent is not provided with the correct taxpayer identification number, the stockholder may be fully credited subject to a $50 penalty imposed by the Internal Revenue Service, in addition to backup withholding. For further information concerning backup withholding and instructions for completing the Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the W-9 if the Kolltan Pharmaceuticals, Inc. stock certificates are held in more than one name), consult the General Instructions to the Form W-9 and/or your tax advisor. Certain stockholders (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt stockholder should provide its exempt payee code on the Form W-9. A stockholder that is not a dollarU.S. person must submit an appropriate and properly completed Form W-8BEN, W-8BEN-forE, W-8ECI, W-8EXP or W-8IMY (and all required attachments), as the case may be, signed under penalties of perjury attesting to such non-dollar basis against such Milestone ConsiderationU.S. status. Any investments Such forms and instructions may be obtained from the IRS at: ▇▇▇.▇▇▇.▇▇▇. Failure to complete the Form W-9 or appropriate Form W-8 will not, by itself, cause the Kolltan Pharmaceuticals, Inc. stock certificates to be deemed invalidly tendered, but may require the Exchange Agent to withhold a portion of the amount of any payments made by Myriad in Series B Preferred Stock of Licensor under this Section 4.2 shall be pursuant to the Stock Purchase Agreementmerger. The First Milestone Event shall result Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the Second Closing, as defined in the Stock Purchase Agreement. The Second Milestone Event shall result in the Third Closing, as defined in the Stock Purchase Agreement. The Third Milestone Event shall result in the Fourth Closing, as defined in the Stock Purchase Agreement. The Fourth Milestone Event shall result in the Fifth Closing, as defined in the Stock Purchase Agreement. Fifty percent (50%) of each such Milestone Consideration shall, at the sole discretion of Licensor, be payable in the form of cash, or any combination of cash and Myriad common stock. The value of any such Myriad common stock used to pay any Milestone Consideration shall be equal required information is furnished to the Fair Market Value of such common stockInternal Revenue Service. NOTE: FAILURE TO COMPLETE AND RETURN THE FORM W-9 (OR APPROPRIATE FORM W-8) MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER.

Milestone Consideration. In partial consideration Please be advised that to the extent Milestone Consideration is payable in shares of Capnia, Inc. stock, a stock certificate representing those shares will be registered in the name of the license person signing this Letter of Transmittal and other rights granted herein and subject delivered to the terms and conditions set forth address of record on file with the Exchange Agent. Please be further advised that any Milestone Consideration Table of Contents payable in this Agreement, upon achievement after cash will be delivered via check to the Effective Date address of record on file with the Exchange Agent. If you would like to request that any milestone event listed below Milestone Consideration be delivered either to a different address or (each a "Milestone Event"), Myriad shall pay a milestone consideration (each a "Milestone Consideration") to Licensor within thirty (30) days following achievement in the case of such Milestone Event; provided, however, that the -------- ------- Milestone Consideration payable in connection with cash) via a different payment method (e.g. wire), you must provide the Fourth Milestone Event shall be payable within ninety Stockholders’ Representative revised payment instructions (90including any updates or corrections to the information previously provided in your completed Letter of Transmittal) days following the achievement of the Fourth Milestone Event, all in accordance with the following: Milestone Event Milestone Consideration --------------- ----------------------- [ ] For clarification, each Milestone Consideration shall be payable only for the first occurrence of each corresponding Milestone Event achieved in respect of the Licensed Product. At Myriad's sole discretion, up to One Hundred Percent (100%) of each Milestone Consideration payable to Licensor may be in the form of a cash investment by Myriad in shares of Series B Preferred Stock, $.001 par value per share, of the Licensor (the "Series B Preferred Stock"); provided, -------- however, that Myriad shall purchase not less than five Business Days in following receipt of Notice of Milestone Achievement from the minimum number Stockholders Representative. All questions as to the validity, form and eligibility of Series B ------- Preferred Stock as is provided for any surrender of certificates will be determined by the Exchange Agent and Capnia, Inc. and such determination shall be final and binding. Exchange Agent and the Company reserve the right to waive any irregularities or defects in the Stock Purchase Agreement. The purchase price for each such investment shall be fully credited on a dollar-for-dollar basis against such Milestone Consideration. Any investments to be made by Myriad in Series B Preferred Stock of Licensor under this Section 4.2 shall be pursuant to the Stock Purchase Agreement. The First Milestone Event shall result in the Second Closing, as defined in the Stock Purchase Agreement. The Second Milestone Event shall result in the Third Closing, as defined in the Stock Purchase Agreement. The Third Milestone Event shall result in the Fourth Closing, as defined in the Stock Purchase Agreement. The Fourth Milestone Event shall result in the Fifth Closing, as defined in the Stock Purchase Agreement. Fifty percent (50%) of each such Milestone Consideration shall, at the sole discretion of Licensor, be payable in the form of cash, or any combination of cash and Myriad common stock. The value surrender of any such Myriad common stock used certificates. A surrender will not be deemed to pay any Milestone Consideration shall have been made until all irregularities have been cured or waived. Table of Contents The Substitute Form W-9 BELOW must be equal to completed and signed if you are a U.S. person (including a U.S. resident alien). PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. PAYER’S NAME: American Stock Transfer & Trust Company, LLC SUBSTITUTE FORM W-9 Department of the Fair Market Value Treasury Internal Revenue Service Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer Identification Number Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of such common stock.enclosed Guidelines)