Technology, Glytech agrees to transfer and assign the Licensed Technology and the Excluded Technology to NeuroRx for no additional consideration at any time upon receipt of written notice from NeuroRx if, on or prior to August 6, 2022, (i) the Glytech Equity has an Aggregate Liquidity Value of at least $50 million for any Eligible Measurement Period and (ii) there are no legal or contractual restrictions on selling all of the securities represented by the Glytech Equity then applicable to Glytech (or reasonably foreseeable to be applicable to Glytech within the following twenty (20) trading days), where:
“Glytech Equity” consists of (x) that number of shares of NeuroRx Common Stock (“NeuroRx Stock”) owned by Glytech as of January 1, 2021 (such number of shares of NeuroRx Stock referred to as “Glytech’s NeuroRx Equity Holdings”) or (y) that number of shares of Common Stock of any successor entity (“Successor Stock”) into which Glytech’s NeuroRx Equity Holdings are subsequently converted by means of a merger, consolidation or otherwise;
“Daily Liquidity Value” for any particular trading date means the aggregate proceeds Glytech would receive if it sold that number of shares of Glytech Equity on such trading date equal to 5% of the total number of shares of NeuroRx Stock or Successor Stock sold on such trading date;
“Aggregate Liquidity Value” for any given date, means the sum of each trading day’s Daily Liquidity Value during the Eligible Measurement Period applicable for such date; and
“Eligible Measurement Period” for any given date means the twenty (20) consecutive trading days immediately preceding such date.
Glytech also agrees that it shall transfer and assign the Licensed Technology and the Excluded Technology to NeuroRx for no additional consideration simultaneously with the closing of a merger, acquisition or other transaction involving NeuroRx, where, as a result of such transaction, Glytech receives at the closing thereof, by virtue of its status as a stockholder of NeuroRx, at least $50 million in cash proceeds.
(d) In consideration for Glytech’s agreement to transfer and assign the New Patent, the Licensed Technology and the Excluded Technology to NeuroRx in accordance with the provision of Sections 2(a) and 2(b) above, and in consideration for NeuroRx’s agreements regarding the release and indemnification provisions set forth in this Section 2(d) and 2(e) hereof, the parties agree as follows:
(i) NeuroRx, on its own behalf and on behalf of its officers, directors, stockholders, subsidiaries, affiliates, agents and employees (collectively, the “NeuroRx Releasors”) hereby releases and discharges Glytech and its officers, members, managers, subsidiaries, affiliates, agents and employees (collectively the “Glytech Releasees”) from any and all liability for claims, rights, causes of action, suites, debts, dues, sums of money, accounts, reckonings, bonds, executions and demands whatsoever, in law or equity, which against the Glytech Releasees, the NeuroRx Releasors and their respective heirs, executors, administrators, successors or assigns, ever had, now could have had or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world until the date hereof, specifically including without limitation with respect to the License Agreement, the Licensed Technology, the Excluded Technology, any Additional Patent Rights and the New Patent, and any intellectual property related thereto, and specifically with respect to any representations and warranties made by Glytech to NeuroRx in the License Agreement. The foregoing release does not include any of the obligations, covenants or agreements of Glytech under the License Agreement from this date going forward. For the avoidance of doubt, the exception from the release provisions of this paragraph relate only to the conduct of Glytech and the performance of its obligations under the License Agreement going forward.
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