Common use of Development and Regulatory Milestone Payments Clause in Contracts

Development and Regulatory Milestone Payments. (i) Subject to the terms and conditions herein, within [***] after the first achievement of each milestone event below in connection with an Initial Licensed Product containing SAL200 by or on behalf of Lysovant or any of its Affiliates or Sublicensees (each, an “SAL200 Milestone Event”), Lysovant shall notify iNtRON of the achievement of such milestone event. iNtRON shall invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding to such SAL200 Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the receipt of such invoice. [***] [*** ] [***] [*** ] [***] [*** ] [***] [*** ] (ii) The milestone payments set forth in Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be payable only once, upon the first achievement of the applicable milestone event by any Licensed Product containing SAL200, even if the same milestone event is later achieved by another Licensed Product. If a Combination Product containing SAL200 is the first Licensed Product to achieve a SAL200 Milestone Event then the corresponding milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. For clarity, (A) if a New Endolysin Milestone Event is achieved by a Licensed Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment made under 7.2(a)(iii) (Development and Regulatory Milestone Payments) and a SAL200 Milestone Event corresponding to such New Endolysin Milestone Event is subsequently achieved by a Licensed Product containing SAL200, then Lysovant will only have to pay to iNtRON the difference between the milestone payment previously paid for the achievement of such New Endolysin Milestone Event and the milestone payment due for achievement of such SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments). (B) If a Combination Product containing SAL200 and one or more different Licensed Endolysins achieves a SAL200 Milestone Event and such SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product containing SAL200 or a Combination Product containing SAL200, then only the payment set forth under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no additional payment set forth under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due even if one or more of the different Licensed Endolysins in such Combination Product has not previously achieved a New Endolysin Milestone Event. (C) [***]. (D) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) is [***]. (iii) Subject to the terms and conditions herein, within [***] after the first achievement of each milestone event below (each, a “New Endolysin Milestone Event”) by or on behalf of Lysovant or any of its Affiliates or Sublicensees in connection with (a) a New Licensed Product (except with respect to any New Licensed Product containing any New [***] Endolysin) or (b) an Initial Licensed Product containing an Initial Endolysin other than SAL200 (if a corresponding SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product or Combination Product), Lysovant shall notify iNtRON of the achievement of such milestone event. iNtRON shall invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding to such New Endolysin Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the receipt of such invoice. New Endolysin Milestone Event (except with respect to New [***] Endolysins) Milestone Payments (in Dollars) [***] [***] [***] [***] [***] [***] [***] [***] (iv) The milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be payable only once for all New Licensed Products containing a New Licensed Endolysin upon the first achievement of the applicable milestone event by any Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) even if the same milestone event is later achieved by another Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin). The milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be payable only once for all Licensed Products containing an Initial Endolysin other than SAL200 upon the first achievement of the applicable milestone event by any Licensed Product containing any Initial Endolysin other than SAL200 even if the same milestone event is later achieved by another Licensed Product containing an Initial Endolysin other than SAL200, provided that no milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due if a corresponding SAL200 Milestone Event has previously been achieved by an Initial Licensed Product. If a Combination Product achieves a New Endolysin Milestone Event, only one payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no payment shall be due for the use of any additional Licensed Endolysins in the Combination Product. For the avoidance of doubt, if a milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) has been made for a specific milestone event for every Licensed Endolysin in a Combination Product, no milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for achievement of such milestone event by such Combination Product. For clarity, (A) if a SAL200 Milestone Event is achieved by any Initial Licensed Product or Combination Product containing SAL200 and the corresponding milestone payment paid under Section 7.2(a)(i) (Development and Regulatory Milestone Payments), and a New Endolysin Milestone Event corresponding to the SAL200 Milestone Event is subsequently achieved by an Initial Licensed Product containing an Initial Endolysin other than SAL200; or a Combination Product containing an Initial Endolysin other than SAL200, no milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for the use of such Initial Endolysin in such Initial Licensed Product or Combination Product. (B) if a New Endolysin Milestone Event is achieved by any Initial Licensed Product containing an Initial Endolysin other than SAL200 or a Combination Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) paid and a SAL200 Milestone Event corresponding to the New Endolysin Milestone Event is subsequently achieved by (1) an Initial Licensed Product containing SAL200 or (2) a Combination Product containing SAL200, then Lysovant will pay to iNtRON the difference between the milestone payment paid for the Initial Licensed Product containing an Initial Endolysin other than SAL200 under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) and the milestone payment due for the corresponding SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) for the use of SAL200 in such Initial Licensed Product or Combination Product. (C) If a SAL200 Milestone Event has not been achieved by any Licensed Product containing SAL200 and a Combination Product containing an Initial Endolysin other than SAL200 is the first Licensed Product containing an Initial Endolysin other than SAL200 to achieve a New Endolysin Milestone Event then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (D) If a New Endolysin Milestone Event has not been achieved by any Licensed Product containing a New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) and a Combination Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) is the first Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (E) [***]. (F) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) for all Licensed Products containing any Initial Endolysin other than SAL200 or all Licensed Products containing an endolysin falling within the definition of a New Licensed Endolysin is [***]. (v) Notwithstanding anything to the contrary in this Agreement, the milestone payments payable under this Section 7.2(a) (Development and Regulatory Milestone Payments) in connection with the [***] respectively) shall be reduced by [***] if the [***] requires the Initial Licensed Product or New Licensed Product, as applicable, [***].

Development and Regulatory Milestone Payments. (i) Subject 6.2.1 In partial consideration of the rights granted hereunder and subject to the terms and conditions stated herein, within [***] after Licensee shall make the following non-refundable and non-creditable payments (each, a “Development Milestone Payment”) to Licensor upon the first achievement occurrence of each the corresponding milestone event events specified below in connection with an Initial Licensed Product containing SAL200 by or on behalf of Lysovant Licensee or any of its Affiliates or Sublicensees (each, an each a “SAL200 Development Milestone Event”), Lysovant shall notify iNtRON of the achievement of such milestone event): 1. iNtRON shall invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding to such SAL200 Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the receipt of such invoice. [***] [*** ] [***] [*** ] [***] [*** ] [***] [*** ] (ii) The milestone payments set forth in Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be payable only once, upon the first achievement of the applicable milestone event by any Licensed Product containing SAL200, even if the same milestone event is later achieved by another Licensed Product. If a Combination Product containing SAL200 is the first Licensed Product to achieve a SAL200 Milestone Event then the corresponding milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. For clarity, (A) if a New Endolysin Milestone Event is achieved by a Licensed Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment made under 7.2(a)(iii) (Development and Regulatory Milestone Payments) and a SAL200 Milestone Event corresponding to such New Endolysin Milestone Event is subsequently achieved by a Licensed Product containing SAL200, then Lysovant will only have to pay to iNtRON the difference between the milestone payment previously paid for the achievement of such New Endolysin Milestone Event and the milestone payment due for achievement of such SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments). (B) If a Combination Product containing SAL200 and one or more different Licensed Endolysins achieves a SAL200 Milestone Event and such SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product containing SAL200 or a Combination Product containing SAL200, then only the payment set forth under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no additional payment set forth under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due even if one or more of the different Licensed Endolysins in such Combination Product has not previously achieved a New Endolysin Milestone Event. (C) [***]. (D) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) is [***]. (iii) Subject to the terms and conditions herein, within [***] after the first achievement of each milestone event below (each, a “New Endolysin Milestone Event”) by or on behalf of Lysovant or any of its Affiliates or Sublicensees in connection with (a) a New Licensed Product (except with respect to any New Licensed Product containing any New [***] Endolysin) or (b) an Initial Licensed Product containing an Initial Endolysin other than SAL200 (if a corresponding SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product or Combination Product), Lysovant shall notify iNtRON of the achievement of such milestone event. iNtRON shall invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding to such New Endolysin Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the receipt of such invoice. New Endolysin Milestone Event (except with respect to New [***] Endolysins) Milestone Payments (in Dollars) [***] [***] U.S. dollars (U.S.$[***]) 2. [***] [***] U.S. Dollars (U.S.$[***]) 3. [***] [***] U.S. dollars (U.S.$[***]) 4. [***] [***] ] U.S. Dollars (ivU.S.$[***) The milestone payments set forth in Section 7.2(a)(iii) 5. [***] [***] U.S. Dollars (Development and Regulatory Milestone Payments) shall be payable only once for all New Licensed Products containing a New Licensed Endolysin upon the first achievement of the applicable milestone event by any Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) even if the same milestone event is later achieved by another Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin). The milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be payable only once for all Licensed Products containing an Initial Endolysin other than SAL200 upon the first achievement of the applicable milestone event by any Licensed Product containing any Initial Endolysin other than SAL200 even if the same milestone event is later achieved by another Licensed Product containing an Initial Endolysin other than SAL200, provided that no milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due if a corresponding SAL200 Milestone Event has previously been achieved by an Initial Licensed Product. If a Combination Product achieves a New Endolysin Milestone Event, only one payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no payment shall be due for the use of any additional Licensed Endolysins in the Combination Product. For the avoidance of doubt, if a milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) has been made for a specific milestone event for every Licensed Endolysin in a Combination Product, no milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for achievement of such milestone event by such Combination Product. For clarity, (A) if a SAL200 Milestone Event is achieved by any Initial Licensed Product or Combination Product containing SAL200 and the corresponding milestone payment paid under Section 7.2(a)(i) (Development and Regulatory Milestone Payments), and a New Endolysin Milestone Event corresponding to the SAL200 Milestone Event is subsequently achieved by an Initial Licensed Product containing an Initial Endolysin other than SAL200; or a Combination Product containing an Initial Endolysin other than SAL200, no milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for the use of such Initial Endolysin in such Initial Licensed Product or Combination Product. (B) if a New Endolysin Milestone Event is achieved by any Initial Licensed Product containing an Initial Endolysin other than SAL200 or a Combination Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) paid and a SAL200 Milestone Event corresponding to the New Endolysin Milestone Event is subsequently achieved by (1) an Initial Licensed Product containing SAL200 or (2) a Combination Product containing SAL200, then Lysovant will pay to iNtRON the difference between the milestone payment paid for the Initial Licensed Product containing an Initial Endolysin other than SAL200 under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) and the milestone payment due for the corresponding SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) for the use of SAL200 in such Initial Licensed Product or Combination Product. (C) If a SAL200 Milestone Event has not been achieved by any Licensed Product containing SAL200 and a Combination Product containing an Initial Endolysin other than SAL200 is the first Licensed Product containing an Initial Endolysin other than SAL200 to achieve a New Endolysin Milestone Event then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (D) If a New Endolysin Milestone Event has not been achieved by any Licensed Product containing a New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) and a Combination Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) is the first Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (E) U.S.$[***]. ) 6. [***] [***] U.S. Dollars (F) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) for all Licensed Products containing any Initial Endolysin other than SAL200 or all Licensed Products containing an endolysin falling within the definition of a New Licensed Endolysin is U.S.$[***]) 6.2.2 Such Development Milestone Payments shall be paid only once on the first occurrence of such Development Milestone Event by Licensee or any of its Affiliates or Sublicensees, notwithstanding the potential Development of multiple Products hereunder which may involve separate clinical trials or Regulatory Approvals and regardless of how many times such Development Milestone Event is achieved and/or the number of Products that achieve such Development Milestone Event; provided, however, that if such first Product fails to achieve all Development Milestone Events, Licensee will owe Licensor the Development Milestone Payments corresponding to the achievement by the next most advanced Product of all Development Milestone Events not previously achieved by such first Product, and so forth with each next most advanced Product until all Development Milestone Payments corresponding to achieved Development Milestone Events have been paid to Licensor. (v) Notwithstanding anything to the contrary 6.2.3 Licensee shall promptly, and in this Agreement, the milestone payments payable under this Section 7.2(a) (Development and Regulatory Milestone Payments) in connection with the any event within [***] respectively) Business Days, notify Licensor following the first occurrence of a Development Milestone Event. Following receipt of such notice, Licensor shall issue an invoice for the corresponding Development Milestone Payment which shall be reduced paid by Licensee, or its designated Affiliate, to Licensor within [***] if the [***] requires the Initial Licensed Product or New Licensed Product, as applicable, [***]days after receipt of an invoice from Licensor.

Development and Regulatory Milestone Payments. (i) Subject to EQRx shall make the terms and conditions herein, within [***] after non- refundable and non-creditable milestone payments set forth in the table below upon the first achievement of each milestone event below in connection with an Initial Licensed Product containing SAL200 by or on behalf of Lysovant or any of its Affiliates or Sublicensees (each, an “SAL200 Milestone Event”), Lysovant shall notify iNtRON of the achievement of such following corresponding milestone event. iNtRON shall invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding to such SAL200 Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the receipt of such invoice. [***] [*** ] [***] [*** ] [***] [*** ] [***] [*** ] (ii) The milestone payments set forth in Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be payable only once, upon the first achievement of the applicable milestone event by any Licensed Product containing SAL200, even if the same milestone event is later achieved by another Licensed Product. If a Combination Product containing SAL200 is the first Licensed Product to achieve a SAL200 Milestone Event then the corresponding milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. For clarity, (A) if a New Endolysin Milestone Event is achieved by a Licensed Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment made under 7.2(a)(iii) (Development and Regulatory Milestone Payments) and a SAL200 Milestone Event corresponding to such New Endolysin Milestone Event is subsequently achieved by a Licensed Product containing SAL200, then Lysovant will only have to pay to iNtRON the difference between the milestone payment previously paid for the achievement of such New Endolysin Milestone Event and the milestone payment due for achievement of such SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments). (B) If a Combination Product containing SAL200 and one or more different Licensed Endolysins achieves a SAL200 Milestone Event and such SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product containing SAL200 or a Combination Product containing SAL200, then only the payment set forth under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no additional payment set forth under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due even if one or more of the different Licensed Endolysins in such Combination Product has not previously achieved a New Endolysin Milestone Event. (C) [***]. (D) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) is [***]. (iii) Subject to the terms and conditions herein, within [***] after the first achievement of each milestone event below (each, a “New Endolysin Milestone Event”) by or on behalf of Lysovant or any of its Affiliates or Sublicensees in connection with (a) a New Licensed Product (except with respect to any New Licensed Product containing any New [***] Endolysin) or (b) an Initial Licensed Product containing an Initial Endolysin other than SAL200 (if a corresponding SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product or Combination Product), Lysovant shall notify iNtRON of the achievement of such milestone event. iNtRON shall invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding to such New Endolysin Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the receipt of such invoice. New Endolysin Milestone Event (except with respect to New [***] Endolysins) Milestone Payments (in Dollars) : [***] [***] [***] [***] [***] [***] [***] [***] (iv) The ] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] only the milestone payments set forth in the “Reduced Milestone Payment” column of the table above will be applicable upon the first achievement of the corresponding milestone event by such Licensed Product and not the milestone payment set forth in the “Milestone Payment” column. For clarity, in the event that there is no milestone payment set forth in the “Reduced Milestone Payment” column of the table above, the milestone payment in the “Milestone Payment” column will be applicable upon the first achievement of the corresponding milestone event. For clarity, each milestone payment under this Section 7.2(a)(iii9.2: (a) will be owed and payable to Hansoh whether the milestone event triggering such payment was achieved by EQRx or any of its Affiliates or Sublicensees, and (Development and Regulatory Milestone Paymentsb) shall be is payable only once for all New Licensed Products containing a New Licensed Endolysin once, upon the first achievement of the applicable milestone event by any for the first Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New EQRx Territory, notwithstanding whether such Licensed Endolysin corresponding to such New Endolysin) even if Product achieves the same milestone event is later achieved by another more than once or whether any subsequent Licensed Product containing achieves such milestone event. For further clarity, the New Licensed Endolysin (including Milestone Events [***] and the New Endolysin corresponding to associated Milestone Payments under this Section 9.2 are mutually exclusive, such New Licensed Endolysin that if Milestone Event [***] is achieved, Milestone Payment [***] will not become payable in any event, and if Milestone Event [***] is achieved then the Milestone Payment [***] will not become payable in any other endolysins included event. EQRx will promptly provide Hansoh with written notice of the achievement of any milestone event in this Section 9.2, in any event within [***] after the definition of New Licensed Endolysin corresponding to such New Endolysin). The milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be payable only once for all Licensed Products containing an Initial Endolysin other than SAL200 upon the first achievement of the applicable milestone event by EQRx or any Licensed Product containing any Initial Endolysin other than SAL200 even if the same milestone event is later achieved by another Licensed Product containing an Initial Endolysin other than SAL200of its Affiliates, provided that no milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due if a corresponding SAL200 Milestone Event has previously been achieved by an Initial Licensed Product. If a Combination Product achieves a New Endolysin Milestone Event, only one payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no payment shall be due for the use of any additional Licensed Endolysins in the Combination Product. For the avoidance of doubt, if a milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) has been made for a specific milestone event for every Licensed Endolysin in a Combination Product, no milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for achievement of such milestone event by such Combination Product. For clarity, (A) if a SAL200 Milestone Event is achieved by any Initial Licensed Product or Combination Product containing SAL200 and the corresponding milestone payment paid under Section 7.2(a)(i) (Development and Regulatory Milestone Payments), and a New Endolysin Milestone Event corresponding to the SAL200 Milestone Event is subsequently achieved by an Initial Licensed Product containing an Initial Endolysin other than SAL200; or a Combination Product containing an Initial Endolysin other than SAL200, no milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for the use of such Initial Endolysin in such Initial Licensed Product or Combination Product. (B) if a New Endolysin Milestone Event is achieved by any Initial Licensed Product containing an Initial Endolysin other than SAL200 or a Combination Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) paid and a SAL200 Milestone Event corresponding to the New Endolysin Milestone Event is subsequently achieved by (1) an Initial Licensed Product containing SAL200 or (2) a Combination Product containing SAL200, then Lysovant will pay to iNtRON the difference between the milestone payment paid for the Initial Licensed Product containing an Initial Endolysin other than SAL200 under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) and the milestone payment due for the corresponding SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) for the use of SAL200 in such Initial Licensed Product or Combination Product. (C) If a SAL200 Milestone Event has not been achieved by any Licensed Product containing SAL200 and a Combination Product containing an Initial Endolysin other than SAL200 is the first Licensed Product containing an Initial Endolysin other than SAL200 to achieve a New Endolysin Milestone Event then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (D) If a New Endolysin Milestone Event has not been achieved by any Licensed Product containing a New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) and a Combination Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) is the first Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (E) [***]. (F) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) for all Licensed Products containing any Initial Endolysin other than SAL200 or all Licensed Products containing an endolysin falling within the definition of a New Licensed Endolysin is [***]. (v) Notwithstanding anything to the contrary in this Agreement, the milestone payments payable under this Section 7.2(a) (Development and Regulatory Milestone Payments) in connection with the [***] respectively) shall be reduced after the achievement of the applicable milestone event by a Sublicensee. Hansoh will invoice EQRx following receipt of such written notice [***] if and EQRx will pay the associated milestone payment within [***] requires of the Initial Licensed Product or New Licensed Product, as applicable, [***]receipt of such invoice. Such payment will be made by wire transfer of immediately available funds into an account designated by Hansoh unless otherwise instructed by Hansoh.