From the Cypress 8-K form dated Feb 25th, 2008:
Subject to the terms of the merger agreement, the milestone payments are payable as follows:
• $20,000,000 upon the dosing of the first subject in any human phase III clinical trial involving PRO-406 that could be used, or in the case of a Phase II/II clinical trial that is used, as one of the pivotal trials required for filing a NDA. In the event that Cypress determines, in its sole discretion, to engage in a transaction (other than a change of control transaction) pursuant to which a substantial portion of the intellectual property rights owned by Cypress immediately after the effective time and necessary for the production, development and sale of PRO-406 are sold or licensed to or acquired by a third party prior to achievement of the $20,000,000 milestone for PRO-406, in lieu of the $20,000,000 milestone payment, the Proprius stockholders will receive 50% of the proceeds from such disposition after subtraction of Cypress' development costs related to PRO-406, but the amount Proprius stockholders will receive cannot exceed $20,000,000; and
• $17,500,000 upon the earlier of Cypress' Board of Directors formally approving the initiation of a Phase III clinical trial for PRO-515 or the dosing of the first subject in a Phase III clinical trial involving PRO-515 or certain other product candidates.
$20 million....pretty good incentive to get Indaflex to phase III, which makes it likely ALRX will get paid as well.