definiens: ( as such term is defined inRule 501(a ) of Regulation D promulgated under the Securities Act ) may receive, at Parent ’s election, its portion of anyMilestone Payment or the PRV Payment, as applicable, otherwise payable hereunder in shares of Parent CommonStock in cash . In the event that a Milestone Payment or the PRV Payment is due pursuant to Section 2.11(a ) orSection 2.11(b ), then Parent shall ( x ) in the case Section 2.11(a)(i ) — ( iv ) or Section 2.11(b ), as soon as practicableand in no event more than thirty ( 30 ) days following such Milestone Payment or PRV Payment becoming due, or ( y ) inthe case of Section 2.11(a)(v ) — ( vii ), as soon as practicable and in no event more than thirty ( 30 ) days, in the caseof cash, and ten ( 10 ) Business Days, in the case of shares of Parent Common Stock, following such MilestonePayment or PRV Payment becoming due, deliver or cause to be delivered to the Exchange Agent or the SurvivingCorporation, as applicable, such amount of shares of Parent Common Stock ( which shall be in non - certificated book - entry form ) and/or an amount of cash in U.S. dollars sufficient to be issued and paid in connection with suchMilestone Payment or PRV Payment, to be paid to the Effective Time Holders in accordance with Sections 2.9(a),2.10(a ), 2.10(b ), 2.12 and 2.18, as applicable