Applied Genetic Technologies Corporation (AGTC)

[Enterprising Investor]

CVR Agreement

Milestone 1” means (a) the sale, license, transfer, spin-off of, or the occurrence of any other monetizing event, whether in a single or multiple transactions, involving, all or any part of the Non-RPGR Assets, (b) the sale or transfer of the Bionic Sight Equity and/or (c) the sale, lease or transfer of the Manufacturing Assets, in each case, that closes on or prior to the Milestone 1 Deadline Date and other than, in each case, any such transaction involving solely a Parent Affiliate and in which the Company, the Purchaser, Parent or any Parent Affiliate receives aggregate Gross Proceeds in excess of five million dollars ($5,000,000).

“Milestone 1 Amount” means, with respect to the achievement of Milestone 1, an amount per CVR equal to the quotient of: (A) the amount by which the sum of (i) sixty percent (60%) of the Gross Proceeds attributable to the Non-RPGR Assets and/or (ii) one hundred percent (100%) of the Gross Proceeds attributable to the Bionic Sight Assets and/or (iii) one hundred percent (100%) of the Gross Proceeds attributable to the Manufacturing Assets (reduced as set out in the final sentence of the definition of Gross Proceeds above), collectively, exceeds five million dollars ($5,000,000), divided by (B) the total number of CVRs outstanding as of the date of achievement of Milestone 1; provided, however, that, in no event shall the aggregate amount payable to all Holders of CVRs in connection with the achievement of Milestone 1 exceed twelve million five hundred thousand dollars ($12,500,000) in the aggregate (the “Maximum Milestone 1 Amount”).

“Milestone 1 Deadline Date” means the date that is eighteen (18) months after the Closing Date of the Merger.

“Milestone 2” means FDA approval of a BLA for AGTC-501 to treat patients with XLRP caused by mutations in the RPGR gene, as evidenced by the written notice of such approval by the FDA; provided, that, such approval (a) must be consistent with the patient population, at a minimum, as established by the inclusion/exclusion criteria of patients studied in the pivotal clinical trial, (b) may be subject to conditions of use, contraindications, or otherwise limited, and (c) may contain a commitment to conduct a post-approval study or clinical trial (the “Marketing Approval”).

“Milestone 2 Amount” means, with respect to the achievement of Milestone 2, an amount per CVR equal to twelve million five hundred thousand dollars ($12,500,000) divided by the total number of CVRs outstanding as of the date of achievement of Milestone 2.

“Milestone 3” means, as of the date of Marketing Approval, that no other AAV gene therapy product expressing the RPGR protein (including any derivative or shortened version of the RPGR protein) has received a marketing approval from the FDA.

“Milestone 3 Amount” means, with respect to the achievement of Milestone 3, an amount per CVR equal to twelve million five hundred thousand dollars ($12,500,000) divided by the total number of then-outstanding CVRs.

“Milestone 4” means the first date on which Net Sales in any Calendar Year is equal to or exceeds one hundred million dollars ($100,000,000).

“Milestone 4 Amount” means, with respect to the achievement of Milestone 4, an amount per CVR equal to twelve million five hundred thousand dollars ($12,500,000) divided by the total number of CVRs outstanding as of the date of achievement of Milestone 4.

https://www.sec.gov/Archives/edgar/data/1273636/000119312522267229/d371149dex101.htm