Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. Within the Royalty Term and upon the terms and subject to the conditions of this Agreement, Purchaser shall make (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable payments set forth below (each, a “Development Milestone Payment”) to Seller no later than thirty (30) days following the first occurrence of the corresponding milestone event set forth below (each a “Development Milestone Event”). For the sake of clarity, (i) each Development Milestone Payment shall become due and payable upon the first occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $[***] for ovarian cancer and $[***] for the second cancer indication. A one off milestone of $[***] will be payable on first commercial sale in a third indication. [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***]

Development Milestone Payments. Within the Royalty Term and upon the terms and subject to the conditions of this Agreement, Purchaser Facet shall make milestone payments (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable payments set forth below (each, a “Development Milestone Payment”) to Seller no later than thirty (30) days following Trubion based on the first occurrence achievement of each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after the first achievement of the corresponding milestone event set forth below (each with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a “Development Product is abandoned, any Milestone Event”)Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the sake purposes of clarity, (i) each Development Milestone Payment shall become due and payable upon the first occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase IIIthis Section 9.3, the aggregate “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the Development Milestone Payments payable milestone payments due pursuant to this Section 2.07(a9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall not exceed $[***be reduced by [ * ]. [ * ] for ovarian cancer = Certain confidential information contained in this document, marked by brackets, has been omitted and $[***] for filed separately with the second cancer indicationSecurities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A one off milestone of $[***] will be payable on first commercial sale in a third indication. [***[ * ] $ [***[ * ] [***[ * ] $ [***[ * ] [***[ * ] $ [***[ * ] [***[ * ] $ [***[ * ] [***[ * ] $ [***[ * ] [***[ * ] $ [***[ * ] [***[ * ] $ [***[ * ] [***[ * ] $ [***[ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]

Development Milestone Payments. Within the Royalty Term and upon the terms and subject to the conditions of this Agreement, Purchaser Facet shall make milestone payments (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable payments set forth below (each, a “Development Milestone Payment”) to Seller no later than thirty (30) days following Trubion based on the first occurrence achievement of each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [*]. Facet shall pay to Trubion the amounts set forth below, within [*] after the first achievement of the corresponding milestone event set forth below (each with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a “Development Product is abandoned, any Milestone Event”)Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the sake purposes of clarity, (i) each Development Milestone Payment shall become due and payable upon the first occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase IIIthis Section 9.3, the aggregate “[*]” of a Clinical Trial shall occur upon [*], “[*]” and “[*]” shall be [*] or, [*]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the Development Milestone Payments payable milestone payments due pursuant to this Section 2.07(a9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall not exceed $be reduced by [***] for ovarian cancer and $[***] for the second cancer indication. A one off milestone of $[***] will be payable on first commercial sale in a third indication]. [***] $ $[***] [***] $ $[***] [***] $ $[***] [***] $ $[***] [***] $ $[***] [***] $ $[***] [***] $ $[***] [**] $[*] $ [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*]

Development Milestone Payments. Within In consideration of the Royalty Term license and upon the terms and subject rights granted hereunder, Licensee shall pay to the conditions of this Agreement, Purchaser shall make (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) L▇▇▇▇ each of the one-time, non-refundable, non-creditable milestone payments set forth in the table below (each, a “Development Milestone Payment”) to Seller no later than thirty (30) days following upon the first occurrence of the corresponding milestone event set forth below in such table (each, a “Development Milestone”). Licensee shall promptly notify L▇▇▇▇ in writing of, but in no event later than [***] after, the occurrence of each Development Milestone for the Product (which notice shall specify the date of such occurrence, and such specified date shall be binding on Licensee) (each, a “Development Milestone EventNotice”); provided, however, that in no event shall a failure to deliver a Development Milestone Notice relieve Licensee of its obligation to pay the applicable Development Milestone Payment when due pursuant to this Section 7.2. For Licensee shall pay each Development Milestone Payment [***] after the sake occurrence of claritythe applicable Development Milestone. Each Development Milestone is a single occurrence event, (i) and accordingly each Development Milestone Payment shall become due only be payable once for all products that fall within the definition of the Product taken together (e.g., all formulations and dosages), and shall be payable upon the first occurrence of the applicable Development Milestone for the Product (regardless of the specific Product or whether the specific Product for a Development Milestone is the same as the specific Product for any other Development Milestones). For clarity, and by way of example (with each of the following items occurring sequentially in the order set forth below): (a) If there is an [***], the corresponding Development Milestone Event, regardless Payment of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $[***] for ovarian cancer and $would be payable. (b) If there is an [***], [***] for would be payable. (c) If there is [***], the second cancer indication. A one off corresponding milestone payment of $[***] will would be payable on first commercial sale in a third indication. payable. (d) If there is [***], the corresponding milestone payment of [***] $ would be payable. (e) If there is [***], [***] would be payable [***]. (f) If there is [***], the corresponding milestone payment of [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ would be payable. For the avoidance of doubt only four distinct Development Milestones may be achieved and so if all four of the Development Milestones occur, the total amount of Development Milestone Payments required to be made under this Agreement will be [***].

Development Milestone Payments. Within [***] following the Royalty Term and upon first achievement (whether by the terms and subject to applicable Party, its Affiliate or, in the conditions case of this Agreement▇▇▇▇▇▇▇, Purchaser shall make (or cause to be madea Sublicensee) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) of each of the one-timemilestone events set forth in the table below (each, a “Development Milestone Event”), the Party with responsibility for conducting the applicable Clinical Trial under this Agreement (Cidara in the case of a Research Plan Trial and ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ shall pay to Cidara the corresponding non-refundable, non-creditable payments milestone payment set forth below in such table (each, a “Development Milestone Payment”) to Seller no later than thirty (30) days following the first occurrence of the corresponding milestone event set forth below (each a “Development Milestone Event”). For the sake of clarity, (i) each Development Milestone Payment shall become due and payable upon the first occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $within [***][***] after receipt of an invoice from Cidara for ovarian cancer and $such Development Milestone Event (except that, in the case of the second Development Milestone Event in the table below, ▇▇▇▇▇▇▇ shall pay the corresponding non-refundable, non-creditable Development Milestone Payment within [***] for the second cancer indication. A one off milestone after receipt of $[***] will be payable an invoice from Cidara, which Cidara may issue on first commercial sale in a third indication. [***] $ or after ▇▇▇▇▇▇▇’▇ delivery to Cidara of an Election to Proceed Notice pursuant to Section 4.8(b)): [***] [***] $ [***] [***] $ [***] [***] (1) If the first Phase 2 Trial of a Product Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***], then [***] [***] $ shall be payable by ▇▇▇▇▇▇▇ [***], and [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ shall be payable [***]. Each Development Milestone Payment shall be payable only once, for the first achievement of the applicable Development Milestone Event, even if such Development Milestone Event occurs more than once or with respect to more than one Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]. Each Development Milestone Payment shall be non-refundable and non-creditable.

Development Milestone Payments. Within With regard to any milestone payment under this Section 8.6 that is triggered by the Royalty Term and upon activities of a Party or its Affiliates, licensees or Sublicensees, such Party shall notify the terms and subject to the conditions of this Agreement, Purchaser shall make (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each other Party of the one-time, non-refundable, non-creditable payments set forth below (each, a “Development Milestone Payment”) to Seller no later than thirty (30) days following the first occurrence of the corresponding milestone triggering event set forth below (each a “Development Milestone Event”). For the sake of clarity, (i) each Development Milestone Payment shall become due and payable upon with respect to the first Licensed Product to trigger such occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $within [***] for ovarian cancer and $days of such occurrence. Mersana shall issue a corresponding invoice to Licensee promptly following delivery or receipt of such a notice. Licensee shall pay the milestone payment due with respect to such event within [***] days of receiving Mersana’s invoice therefor. The milestones and corresponding milestone payments are as follows (where “upon” refers to the payment timelines described in this paragraph) (any capitalized terms used in this Section 8.6 and not defined in Article 1 of this Agreement shall have the meanings set forth in the Global Development Plan): (a) Upon the IND Clearance Date: twenty million dollars ($20,000,000). (b) Upon Initiation of the first Phase II Clinical Trial for each of the second cancer indication. A one off Indications listed in the chart below, the corresponding milestone of $[***] will be payable on first commercial sale in a third indication. [***] $ payment: [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ Upon the occurrence of the [***] milestone under this Section 8.6(b), Licensee shall pay Mersana [***] dollars [***] in addition to and concurrently with the applicable milestone payment indicated above. Upon the occurrence of the [***] milestone under this Section 8.6(b), Licensee shall pay Mersana [***] dollars [***] in addition to and concurrently with the applicable milestone payment indicated above. Each milestone under this Section 8.6(b) shall be payable only once, upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone. The maximum total payment under this Section 8.6(b) shall be [***] million dollars [***]. (c) Upon Initiation of the first Phase III Clinical Trial for each of the Indications listed in the chart below, the corresponding milestone payment: [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] [***] [***] Each milestone under this Section 8.6(c) shall be payable only once, upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone. The maximum total payment under this Section 8.6(c) shall be [***] dollars [***]. If a milestone is achieved under this Section 8.6(c) with respect to an Indication and a milestone has not previously been paid with respect to such Indication under Section 8.6(b), Licensee shall pay Mersana the amount due under Section 8.6(b) as if Initiation of a Phase [***] Clinical Trial for such Indication occurred simultaneously with Initiation of the Phase [***] Clinical Trial for such Indication in addition to and concurrently with the applicable milestone payment due under this Section 8.6(c). (d) Upon receipt of written notice of the [***]. (e) Upon receipt of written notice of the [***]. (f) For each of the following Indications, upon receipt of written notice of (i) [***], and (ii) [***], the corresponding milestone payment: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Each milestone under this Section 8.6(f) shall be payable only once, upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone. The maximum total payment under this Section 8.6(f) shall be [***] million dollars [***]. (g) Upon receipt of [***] listed in the chart below, the corresponding milestone payment: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Each milestone under this Section 8.6(g) shall be payable only once, upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone. The maximum total payment under this Section 8.6(g) shall be [***] million dollars [***].

Development Milestone Payments. Within (i) In addition to the Royalty Term Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the terms and subject to the conditions of this Agreement, Purchaser shall make (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each attainment of the one-timedevelopment ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, non-refundable, non-creditable payments as amended. milestones set forth below (each, a “Development Milestone PaymentMilestone”) to Seller no later than thirty (30) days following ), Parent shall, or shall cause the first Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the corresponding milestone event Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each each, a “Development Milestone Event”). For Payment” and collectively, the sake of clarity, (i) each “Development Milestone Payment shall become due and payable Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the first occurrence of the corresponding Development Milestone EventRes 5-0010 Asthma Study Completion, regardless a cash payment of whether such Development Milestone Event is achieved by Purchaser or by $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a Purchaser Related Party,(ii) the following milestones apply individually- with the exception cash payment of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $[***] ]; (E) Upon marketing authorization of Reslizumab for ovarian cancer and $the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [***] for the second cancer indication. A one off milestone ]; and (F) Upon FDA approval of $an Oral Anti-TNF Product, a cash payment of [***] will be payable on first commercial sale in a third indication. [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***].

Development Milestone Payments. Within the Royalty Term and upon Subject to the terms and subject to the conditions of this Agreement, Purchaser MERCK shall pay to DOV the following payments based on the achievement of the following milestones ("Development Milestones"): (a) MERCK shall make (the following payments for the first achievement of the following Development Milestones by MERCK or cause to be made) as consideration any Related Party for any asset relating to CVAC, i.e. Product: (aai) [***] $US [***] (ii) [***] $US [***] (iii) [***] $US [***] [LOGO] Restricted Confidential Limited Access *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO THIS MATERIAL. (iv) [***] $US [***] (v) [***] $US [***] (vi) [***] $US [***] (vii) [***] $US [***] (viii) [***] $US [***] (b) MERCK shall make the CVAC Sub-License; (bb) the Know-How License (except following payments for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each achievement by MERCK or any Related Party of the one-timefollowing Development Milestones for a second Indication for the first Product: (i) [***] $US [***] (ii) [***] $US [***] (c) The above Development Milestones are not refundable or creditable against any other payments or obligations of MERCK coming due and do not create any future performance obligations on the part of DOV, non-refundable, non-creditable payments except as expressly set forth below in this Agreement. These payments shall not be triggered by any clinical development work performed by DOV (each, i) prior to the Closing Date or (ii) after the Closing Date if such work is not in the performance of activities as a “CRO pursuant to the Drug Development Milestone Payment”) to Seller no later than Plan. MERCK shall notify DOV in writing within thirty (30) days following the first occurrence achievement of each Development Milestone, and shall make the corresponding appropriate payment within thirty (30) days after the achievement of such Development Milestone. The milestone event set forth below (each a “payment shall be payable only upon the initial achievement of such Development Milestone Event”). For the sake and no amounts shall be due hereunder for subsequent or repeated achievement of clarity, such Development Milestone. (d) (i) each Development Milestone Payment shall become due and payable upon If during the Term of the Agreement, MERCK has not Initiated the first occurrence Phase II Clinical Trial for DOV 21,947 by [***], MERCK shall make a payment to DOV of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications [***] dollars (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $US $[***] for ovarian cancer and $[***] for the second cancer indication. A one off milestone of $[***] will be payable on first commercial sale in a third indication. [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***]).

Development Milestone Payments. Within In further consideration for the Royalty Term licenses and upon other rights granted to Merck herein by SeaGen, subject to the terms and subject to the conditions of this AgreementAgreement (including Section 16.4.2(b)(viii)), Purchaser Merck will notify SeaGen within [ * ] Business Days following the first achievement of each milestone event described below in this Section 10.2.1 (each, a “Development Milestone Event”) by the Parties under this Agreement after the Effective Date with respect to the first Licensed Product to achieve the applicable Development Milestone Event, and Merck shall make (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) thereafter pay the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable payments corresponding payment amounts set forth below associated with the applicable Development Milestone Event in accordance with Section 10.2.2 (each, a “Development Milestone Payment”): Development Milestone Development Milestone Event Payment (in U.S. Dollars) 1. [ * ] [ * ] 2. [ * ] [ * ] 3. [ * ] [ * ] 4. [ * ] [ * ] 5. [ * ] [ * ] 6. [ * ] [ * ] 7. [ * ] [ * ] -100- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED Development Milestone Development Milestone Event Payment (in U.S. Dollars) 8. [ * ] [ * ] 9. [ * ] [ * ] 10. [ * ] [ * ] 11. [ * ] [ * ] 12. [ * ] [ * ] 13. [ * ] [ * ] 14. [ * ] [ * ] 15. [ * ] [ * ] 16. [ * ] [ * ] 17. [ * ] [ * ] 18. [ * ] [ * ] 19. [ * ] [ * ] 20. [ * ] [ * ] 21. [ * ] [ * ] 22. [ * ] [ * ] With respect to Seller no later than thirty the Development Milestone Events the following shall apply: (30a) days following the first occurrence With respect to Development Milestones Events [ * ], if a given [ * ], then Development Milestone Event [ * ] will be deemed achieved as of [ * ] and the corresponding milestone event set forth below (each a “Development Milestone Event”). For the sake of clarity, (i) each Development Milestone Payment shall become be due and payable by Merck. (b) if Development Milestone Event [ * ] is skipped and not paid, but Development Milestone Event [ * ] is subsequently achieved [ * ], then upon the first occurrence achievement of Development Milestone Event [ * ], Development Milestone Event [ * ] will be deemed achieved and the corresponding Development Milestone Event, regardless of whether such Payment shall be due and payable by Merck with the Development Milestone Payment corresponding to Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii3. (c) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the if Development Milestone Payments payable pursuant to this Section 2.07(aEvent [ * ] is skipped and not paid, but Development Milestone Event [ * ] is subsequently achieved [ * ], then upon achievement of -101- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) shall not exceed $[***] for ovarian cancer and $[***] for the second cancer indication. A one off milestone of $[***] will be payable on first commercial sale in a third indication. [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***]NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Development Milestone Payments. Within As additional consideration for the Royalty Term grant of rights under this Agreement, and upon on the terms and subject to the conditions of this Agreementset forth herein, Purchaser Allergan shall make the following payments to Assembly (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable payments set forth below (each, a “Development Milestone PaymentPayments”) to Seller no later than thirty (30) days after the achievement following the first occurrence Effective Date by or on behalf of Allergan of the corresponding milestone applicable event set forth below (each a collectively, the “Development Milestone EventEvents”). For the sake of clarity, (i) each Development Milestone Payment shall become due and payable upon the first occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount Each of the Development Milestone Payments are payable pursuant to this Section 2.07(a) shall not exceed $only once per Permitted Indication as set forth in the table below upon the first achievement of each Development Milestone Event regardless of the number of Licensed Products that are developed for such Permitted Indication or subsequent achievement of such Development Milestone Events for such Permitted Indication with a different Licensed Product; provided, that, the Development Milestone Events for [*** * *] for ovarian cancer and $Permitted Indications in addition to the Initial Indications shall be payable subject to the credit provided in Section 4.8.3. Allergan or Assembly, as applicable, will notify the other Party in writing as soon as reasonably possible following the achievement of a Development Milestone Event. Allergan shall pay to Assembly the corresponding Milestone Payment within [*** * *] for days after achievement of the second cancer indicationapplicable Development Milestone Event. A one off milestone of $[***] will The Development Milestone Payments shall be payable on first commercial sale in a third indicationnon-refundable. [***] $ [*** * *] [***] $ [*** * *] [***] $ [*** * *] [***] $ [*** * *] [***] $ [*** * *] [***] $ [*** * *] [***] $ [*** * *] [*** * *] $ [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *]

Development Milestone Payments. Within uniQure shall pay to 4DMT the Royalty Term and upon the terms and subject to the conditions of this Agreement, Purchaser shall make (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable milestone payments set forth below (each, a “Development Milestone Payment”) to Seller no later than thirty (30) days following upon the first occurrence of the corresponding applicable milestone event set forth below (each event, on a “Development Milestone Event”). For the sake of clarity, Royalty Bearing Product-by-Royalty Bearing Product and Indication-by-Indication basis: (i) each Development Milestone Payment shall become due and payable upon the first occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $[***] for ovarian cancer and $[***] for the second cancer indication. A one off milestone of $[***] will be payable on first commercial sale in a third indication. [***] $ [***] [***] $ ] (ii) [***] [***] $ ] (iii) [***] [***] $ ] (iv) [***] [***] $ ] (v) [***] [***] $ [***] [***] $ [***] [***] $ [***] (1) The achievement of milestone events set forth in Section 6.3(b)(i) through Section 6.3(b)(v) shall be determined on a Royalty Bearing Product-by-Royalty Bearing Product and Indication-by-Indication basis. The achievement by a Royalty Bearing Product of the same milestone event that had been achieved by a different Royalty Bearing Product shall trigger another payment of the applicable milestone payment. The achievement by a Royalty Bearing Product of the same milestone event with respect to a different Indication also shall trigger another payment of the applicable milestone payment. For purposes hereof, one Royalty Bearing Product shall be different from another Royalty Bearing Product if it contains a different delivered nucleic acid and is Developed to treat a different Indication. An Indication that is a subset of or encompasses within its scope another Indication shall not be deemed a different Indication from such other Indication. (2) The achievement of any later-listed milestone event set forth in Section 6.3(b)(ii) through Section 6.3(b)(v) shall cause payment for any earlier-listed milestone event in Section 6.3(b)(i) through Section 6.3(b)(iv) to become payable if such earlier-listed milestone event had not already become payable. (3) Notwithstanding the foregoing, if (A) Development of a Royalty Bearing Product is terminated after any milestone payment set forth in Section 6.3(b)(i) through Section 6.3(b)(v) has been made with respect to such Royalty Bearing Product and (B) another Royalty Bearing Product is selected to replace the terminated Royalty Bearing Product for the same Indication (“Replacement Product”), then there shall be no payment due upon achievement of the same milestone by such Replacement Product for which 4DMT already received a milestone payment for the original Royalty Bearing Product. For purposes of this Section 6.3(b), if Development of a Royalty Bearing Product is terminated, any Royalty Bearing Product containing a Research Compound from the same Research Selection Process, and Developed for the same Indication as such terminated Royalty Bearing Product, shall be deemed a Replacement Product.

Development Milestone Payments. Within the Royalty Term and upon the terms and subject to the conditions of this Agreement, Purchaser Pfizer shall make (or cause to be made) as consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable payments set forth below within [**] days (each, or [**] days after [**] following the first occurrence of each event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone (each event a “Development Milestone” and each payment a “Development Milestone Payment”). Development Milestone Development Milestone Payment [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]. The Development Milestone Payment in clause (2) of this Section 3.3 may become payable as set forth in Section 4.6. Whether or not the Development Milestone in clause (2) of this Section 3.3 is achieved, the Development Milestone Payment in clause (2) shall, pursuant to Seller no later than thirty Section 4.6, in all cases become payable prior to the time the Development Milestone Payment in clause (303) days following of this Section 3.3 becomes payable. With respect to the first occurrence Development Milestone in clause (3) of this Section 3.3, in the case of a [**] that is determined to have become [**], such Development Milestone, if achieved based on such [**], shall be achieved upon [**]; provided, however, if either [**], such Development Milestone shall be deemed to have been met on the date of such determination. With respect to the Development Milestone in clause (8) of this Section 3.3, such Development Milestone will be paid in [**], provided that if such Licensed Product [**]. (For the avoidance of doubt, all payment [**] that became payable prior to such [**] shall continue to be payable and there shall be [**] of the corresponding milestone event set forth below (each a “[**] Development Milestone Event”)Payment will be deemed to have been achieved and payable on [**], and will be paid by Pfizer within [**] days thereafter, until the earlier of [**]. For example, [**] of such Development Milestone, such Development Milestone Payment would be paid [**] of the Development Milestone [**]. For the sake avoidance of clarity, doubt: (a) except for (i) the Development Milestone Payment set forth in clause (6) of this Section 3.3 [**], (ii) the Development Milestone Payment set forth in clause (8) of this Section 3.3 [**] and (iii) the Development Milestone Payment set forth in clause (9) of this Section 3.3 [**], each Development Milestone Payment shall become due be payable only once upon achievement of the applicable Development Milestone and payable upon only on the first occurrence of the corresponding Development Milestone Event, regardless of whether such the number of Licensed Products and (b) satisfaction of a Development Milestone Event is achieved by Purchaser an Affiliate or by a Purchaser Related Party,(ii) sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to have been satisfied by Pfizer for the following milestones apply individually- with the exception purposes of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $[***] for ovarian cancer and $[***] for the second cancer indication. A one off milestone of $[***] will be payable on first commercial sale in a third indication. [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***]3.3.

Development Milestone Payments. Within the Royalty Term and upon the terms and subject to the conditions of this Agreement, Purchaser shall make (or cause to be made) as In consideration for any asset relating to CVAC, i.e. (aa) the CVAC Sub-License; (bb) the Know-How License (except for the Further Know-How); and (cc) the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-timelicenses and rights granted to Licensee hereunder, non-refundable, non-creditable payments Licensee shall pay to Pfizer the amounts set forth below following the first occurrence of each event described in the first column below by, as applicable, Licensee, any Affiliate of Licensee, any sublicensee of Licensee or any Third Party Acquirer (eacheach such event, a “Development Milestone” and each payment, a “Development Milestone Payment”) to Seller no later than thirty (30) days following the first occurrence of the corresponding milestone event set forth below (each a “Development Milestone Event”). DEVELOPMENT MILESTONE (IN EACH CASE APPLICABLE ONLY TO THE FIRST PRODUCT TO ACHIEVE SUCH EVENT IN THE FIRST INDICATION IN THE FIELD) DEVELOPMENT MILESTONE PAYMENT IF THE RELEVANT DEVELOPMENT MILESTONE IS ACHIEVED BY LICENSEE’S PARENT, LICENSEE, OR ANY AFFILIATE OF LICENSEE DEVELOPMENT MILESTONE PAYMENT IF THE RELEVANT DEVELOPMENT MILESTONE IS ACHIEVED BY A THIRD PARTY SUBLICENSEE OR BY A THIRD PARTY ACQUIRER (OTHER THAN SPRINGWORKS) (1) [***] US$[***] US$[***]* (2) First Commercial Sale of a Product in [***]** US$[***] (3) First Commercial Sale of a Product in [***]** US$[***] (4) First Commercial Sale of a Product in [***]** US$[***] (5) First Commercial Sale of a Product in [***]** US$[***] For the sake avoidance of claritydoubt, (i) each Development Milestone Payment shall become due and be payable only once upon the first occurrence achievement of the corresponding applicable Development Milestone EventMilestone, regardless of whether the number of Products that achieve such Development Milestone Event or the number of indications for which such Development Milestone is achieved. The total amount payable with respect to these Development Milestones shall not exceed US$13,750,000, or US$17,750,000 if the Development Milestone in clause (1) above is achieved by Purchaser a Third Party sublicensee or by a Purchaser Related Party,(ii) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase III, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $[***] for ovarian cancer and $[***] for the second cancer indication. A one off milestone of $[***] will be payable on first commercial sale in a third indicationThird Party Acquirer. [***] $ [Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. * Such Development Milestone Payment shall only be payable if, prior to achieving this Development Milestone, a Third Party Acquirer sublicenses rights to Develop and Commercialize the Compound worldwide in the Field or acquires all or substantially all of the assets of Licensee and (a) subsequently achieves this Development Milestone or (b) achieves the first to occur of a Development Milestone in row (2), (3), (4) or (5) above prior to (i) Licensee, any of its Affiliates, any of its sublicensees or any Third Party Acquirer dosing any patient in any Phase III Clinical Trial for a Product or (ii) Licensee filing the first NDA with respect to the first Product. ***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***]* The Development Milestone Payment corresponding to this Development Milestone shall be due on the one hundred eighty-first (181st) day after the First Commercial Sale of the applicable Product in the applicable jurisdiction. Except as set forth above, each Development Milestone Payment shall be payable by Licensee within sixty (60) days after the achievement of the corresponding Development Milestone, and such payment shall be accompanied by a report identifying the amount payable to Pfizer under this Section 5.2.

Development Milestone Payments. Within the Royalty Term and upon the terms and subject to the conditions of this Agreement, Purchaser Takeda shall make (or cause milestone payments to be made) as consideration for any asset relating to CVAC, i.e. (aa) Affymax based on the CVAC Sub-License; (bb) first achievement of each milestone event in the Know-How License (except Licensed Territory for the Further Know-How); and (cc) Product as set forth in this Section 8.2. Takeda shall pay to Affymax the Purchased Assets relating to CVAC (i.e. in particular, but without limitation, the Neopharm Agreement and the Transferred Books and Records relating to CVAC as described in Section 2.03(a)(iii)(aa)) each of the one-time, non-refundable, non-creditable payments amounts set forth below (each, a “Development Milestone Payment”) to Seller no later than within thirty (30) days following after the first occurrence achievement of the corresponding milestone event set forth below with respect to the Product. Each such payment shall be made by wire transfer of immediately available funds into an account designated by Affymax. Each milestone payment by Takeda to Affymax hereunder shall be payable only once, regardless of the number of times achieved by one or more Products. Each such payment is non-refundable and non-creditable against any other payments due hereunder. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. [ * ] $ [ * ] [ * ] $ [ * ] Completion(2) of the first pivotal Phase III Clinical Trial for the Product for the Regulatory Approval in the U.S. by either Party anywhere in the Licensed Territory for treatment of: [ * ] $ [ * ] [ * ] $ [ * ] Pre-Dialysis CKD Anemia $ 15,000,000 Dialysis CKD Anemia $ 15,000,000 Acceptance by FDA of the first NDA submission in the United States for the Product for treatment of: [ * ] $ [ * ] [ * ] $ [ * ] Pre-Dialysis CKD Anemia $ 10,000,000 Dialysis CKD Anemia $ 10,000,000 [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Receipt of Regulatory Approval of the Product in either Renal Indication (each a “Development i.e., Pre-Dialysis CKD Anemia or Dialysis CKD Anemia) whichever is earlier in the following territories: United States $ 50,000,000 [ * ] $ [ * ] Receipt of Regulatory Approval of the Product, in the following territories, in the other Renal Indication (the indication other than that for which the preceding milestone was paid): United States $ 45,000,000 [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Total Milestone Event”). Payments $ 280,000,000 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (1) For the sake of clarity, [ *] (i2) each Development Milestone Payment For purposes of this section, “completion” means locking of the database for analysis of the study. (3) For clarity, the [ *] milestone for [ *] shall become due and be payable upon the first occurrence of the corresponding Development Milestone Event, regardless of whether such Development Milestone Event is achieved by Purchaser or by a Purchaser Related Party,(ii[ *] (4) the following milestones apply individually- with the exception of milestone 6 – to two indications (eg second remission ovarian cancer and pancreatic cancer). Example: based on the assumption that second remission ovarian canceer will start directly with Phase IIIFor clarity, the aggregate amount of the Development Milestone Payments payable pursuant to this Section 2.07(a) shall not exceed $[**milestones for [ *] for ovarian cancer and $[shall be payable upon [ **] (5) For clarity, if [ *] for the second cancer indication. A one off milestone of $[***] milestones will be payable on first commercial sale in a third indication. [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [**[ *]