Under the terms of the Proposal, Mirai would acquire all of the Company's rights and obligations under the Collaboration Agreement and a non-exclusive, sublicensable (through multiple tiers), worldwide, royalty-free, fully paid-up, perpetual and irrevocable license to the entirety of Omega's platform for discovering and developing epigenetic/epigenomic controllers, in exchange for the assumption of $8 million of the Company's indebtedness under its Loan and Security Agreement with Pacific Western Bank.