“I was counting the finishing of the product as phase 2, as that has to happen (I think) before phase 3”

I’m seeing things differently. To me the Distribution Agreement, which includes the minimum guaranteed revenues and the integrated product milestone, is setup as a parallel path, not in series with the Equity Investment purchases and milestones.

They signed the Distribution Agreement on 1/26 and it became effective immediately, and Pasaca is now an independent distributer for QMC.

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QMC hereby appoints Pasaca to act as a resell, distribute and act as an independent distributor of Quantum Dots and the QMC™ HealthID IP (the “Distribution Rights”) pursuant to this Agreement.)

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The integrated product milestone only affects the start of the one-year clock for the minimum guaranteed revenues, it doesn’t impact the flow of the other aspects of the equity investment.

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Pasaca guarantees to QMC (i) cumulative gross royalties and/or gross sales, licensing or other revenues generated from the activities of Pasaca and Designees in an amount of no less than Fifteen Million Dollars ($15,000,000) (the “Minimum Revenues”) over the period including 2020 and continuing until 12 months after QMC has completed development of a functioning product integrating the QMC™ HealthID IP and Innova Medical Group, Inc.’s products (the “Revenue Period”).

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Additional QMC Obligations. QMC shall, as soon as is practicable (a) develop a functioning product integrating QMC™ HealthID and Innova Medical Group, Inc.’s products (b) integrate the QMC™ HealthID technology with Pasaca’s analytics engine partner, Enabling Tech Capital, Ltd. and Pasaca’s COVID-19 rapid test kit providers as identified by Pasaca.

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