| Schedule of Net Assets Acquired to be Allocated to Goodwill |
Schedule
of Net Assets Acquired to be Allocated to Goodwill
| |
|
Valuation
Analysis
|
|
| |
|
|
|
| Total Consideration |
|
$ |
42,477,346 |
|
| Cash and Cash Equivalents |
|
|
1,380,852 |
|
| Marketable Securities |
|
|
29,480,524 |
|
| Other Receivables |
|
|
3,026,137 |
|
| Prepaid Expenses |
|
|
192,314 |
|
| Investment in Oravax, Inc. |
|
|
1,500,000 |
|
| Trade and Other Payables |
|
|
(3,601,020 |
) |
| Net Tangible Assets Acquired |
|
$ |
31,978,807 |
|
| Excess of Purchase Price Over Net Assets Acquired to be Allocated to Goodwill |
|
$ |
10,498,539 |
|
|
| Summary of Milestone Events Payment |
Summary
of Milestone Events Payment
| Milestone
Event |
|
Milestone
Payment |
| Market
capitalization of the combined company for at least ten (10) trading days during any 20 consecutive trading day period during the
Milestone Period is equal to or greater than $500,000,000 (the “First Milestone Event”). |
|
$20,000,000 |
| |
|
|
| For
every $250,000,000 incremental increase in market capitalization of the combined company after the First Milestone Event to the extent
such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone Period,
up to a $1,000,000,000 market capitalization of the combined company. |
|
$10,000,000
per each incremental increase (it being understood, however, that, if such incremental increase results in market capitalization
equal to $1,000,000,000, such $10,000,000 payment in respect of such incremental increase shall be payable without duplication of
any amount payable in respect of a Second Milestone Event, as defined below). |
| |
|
|
| Market
capitalization of the combined company for at least 10 trading days during any 20 consecutive trading day period during the Milestone
Period is equal to or greater than $1,000,000,000 (the “Second Milestone Event”) |
|
$25,000,000 |
| |
|
|
| For
every $1,000,000,000 incremental increase in market capitalization of the combined company after the Second Milestone Event to the
extent such incremental increase occurs for at least 10 trading days during any 20 consecutive trading day period during the Milestone
Period. |
|
$25,000,000
per each incremental increase |
|