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10/07/17 4:15 PM

#6790 RE: hurley cruppers #6789

That is also in my conclusions. Any updates on ICT should then be imminent as well as the upfront $6.0 mil payment into $VCEL treasury assuming approval by the State Administration of Foreign Exchange of the People's Republic of China,

Under the terms of the license agreement, Vericel will receive an upfront payment of $6.0 million. In addition, Vericel is eligible to receive approximately $8.0 million in development and commercial milestones. ICT has also agreed to pay tiered royalties to Vericel equal to a percentage of net sales of each licensed product in the low to middle double digits. ICT will be responsible for funding the development of the programs and manufacturing the products for commercialization in China and the rest of the territory. In connection with the license agreement and under the terms of the warrant agreement, Vericel will issue to ICT a warrant, exercisable for the number of shares of Vericel's Common Stock equal to $5,000,000 less any withholding tax payable divided by Vericel's closing price on May 9, 2017, with an exercise price of $0.01 per share. The funding transfer is subject to approval by the State Administration of Foreign Exchange of the People's Republic of China and is expected to conclude in the third quarter of 2017.



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