Minimum we pay 5 million shares + $1.2 million in cash in a year's time.  It reflects the fact that RVX had its back to the wall...few avenues to raise capital so this is about as good as they were getting. The best would have been a simple equity deal...but RVX ran out of time.  

On the bright side, the company lives to fight another year...a 5 million share is less than 2% dilution and ORI will make out like a bandit (true Goldman Sachs style) if we are right about the results on Monday.