Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. MPI shall make the following milestone payments to SGI within [***] after the achievement of each of the following milestone events by MPI or, with respect to the [***], SGI, or, as applicable, their respective Affiliates or sublicensees. Each such milestone payment shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]. (a) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] [***] (b) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) [***]. The milestone payments listed in the table below shall be payable to SGI for the first Licensed Product to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (d) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the relevant milestone event, [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] [***] [***] [***] [***] [***] [***] [***] (e) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to the [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Development Milestone Payments. MPI As additional consideration for the grant of rights under this Agreement, and on the terms and subject to the conditions set forth herein, Allergan shall make the following milestone payments to SGI within [***] Assembly (the “Development Milestone Payments”) after the achievement following the Effective Date by or on behalf of Allergan of the applicable event set forth below (collectively, the “Development Milestone Events”). Each of the Development Milestone Payments are payable only once per Permitted Indication as set forth in the table below upon the first achievement of each Development Milestone Event regardless of the following milestone events by MPI ornumber 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, with respect that, the Development Milestone Events for [* * *] Permitted Indications in addition to the [***], SGI, orInitial Indications shall be payable subject to the credit provided in Section 4.8.3. Allergan or Assembly, as applicable, their respective Affiliates or sublicenseeswill notify the other Party in writing as soon as reasonably possible following the achievement of a Development Milestone Event. Each such milestone payment Allergan shall pay to Assembly the corresponding Milestone Payment within [* * *] days after achievement of the applicable Development Milestone Event. The Development Milestone Payments shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]. (a) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]non-refundable. [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [***] (b) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) [***]. The milestone payments listed in the table below shall be payable to SGI for the first Licensed Product to achieve the designated milestone event with respect to [***]. [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [***] (d) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the relevant milestone event, [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [***] (e) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to the [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [*** * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *]

Development Milestone Payments. MPI Facet shall make the following milestone payments (each a “Milestone Payment”) to SGI Trubion based on the first 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 achievement of each of the following milestone events by MPI or, with respect to the [***], SGI, or, as applicable, their respective Affiliates or sublicensees. Each such milestone payment shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]. (a) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] [***] (b) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) [***]. The milestone payments listed in the table below shall be payable to SGI for the first Licensed Product to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (d) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the relevant milestone event, [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] [***] [***] [***] [***] [***] [***] [***] (e) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated corresponding milestone event 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 Product is abandoned, any Milestone 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 purposes of this Section 9.3, the “[*]” of a Clinical Trial shall occur upon [*], “[*]” and “[*]” shall be [*] or, [*]. Notwithstanding anything to the foregoingcontrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to each such all Products on account of an uncured material breach by Trubion, the amount of the milestone payment, payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in the event that accordance with Section 14.2(b) shall be reduced by [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [**] $[*] [**] $[*] [**] $[*] [**] $[*] [**] $[*] [**] $[*] [**] $[*] [**] $[*] [**] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*]

Development Milestone Payments. MPI With regard to any milestone payment under this Section 8.6 that is triggered by the activities of a Party or its Affiliates, licensees or Sublicensees, such Party shall make notify the following other Party of the occurrence of the milestone payments triggering event set forth below with respect to SGI the first Licensed Product to trigger such occurrence within [***] after 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 achievement of each of the following milestone events by MPI or, payment due with respect to the such event within [***], SGI, or, ] days of receiving Mersana’s invoice therefor. The milestones and corresponding milestone payments are as applicable, their respective Affiliates or sublicensees. Each such milestone 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 be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]have the meanings set forth in the Global Development Plan): (a) Upon the IND Clearance Date: twenty million dollars ($20,000,000). (ab) [***]. The milestone payments ] listed in the table below shall be payable to SGI for chart below, the [***] to achieve the designated corresponding milestone event with respect to [***]. payment: [***] [***] [***] [***] [***] [***] [***] [***] (b) [***]. The milestone payments listed in ] Upon the table below shall be payable to SGI for occurrence of the [***] milestone under this Section 8.6(b), Licensee shall pay Mersana [***] dollars [***] in addition to achieve and concurrently with the designated applicable milestone event 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 respect to 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 [***]. [***] [***] [***] [***] [***] [***] [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) [***]. The milestone payments ] listed in the table below shall be payable to SGI for chart below, the first Licensed Product to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (d) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. Notwithstanding the foregoing, with respect to each such corresponding milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the relevant milestone event, [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] [***] [***] [***] [***] [***] [***] [***] (e) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to the [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. : [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] 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. MPI shall make the following milestone payments to SGI within [***] after the achievement of each of the following milestone events by MPI or, with respect to the [***], SGI, or, as applicable, their respective Affiliates or sublicensees. Each such milestone payment shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]. (a) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] [***]] [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.] (c) [***]. The milestone payments listed in the table below shall be payable to SGI for the first Licensed Product to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (d) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the relevant milestone event, [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. [***] [***] [***] [***] [***] [***] [***] [***] (e) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to the [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Development Milestone Payments. MPI Pfizer shall make the following milestone payments to SGI set forth below within [***] after the achievement of each of the following milestone events by MPI or, with respect to the days (or [***], SGI, or, as applicable, their respective Affiliates or sublicensees. Each such milestone payment shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be ] days after [***]. ] following the first occurrence of each event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone (a) each event a “Development Milestone” and each payment a “Development Milestone Payment”). Development Milestone Development Milestone Payment [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] [***] (b) ] [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) [***]. The milestone payments listed in the table below shall be payable to SGI for the first Licensed Product to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (d) [***]. The milestone payments listed 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 Section 4.6, in all cases become payable prior to the time the Development Milestone Payment in clause (3) of this Section 3.3 becomes payable. With respect to the Development Milestone in clause (3) of this Section 3.3, in the table below 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 SGI for such [**] shall continue to be payable and there shall be [**] of the [**] Development Milestone Payment will be deemed to have been achieved and payable on [**], and will be paid by Pfizer within [**] to achieve days thereafter, until the designated milestone event with respect to earlier of [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the relevant milestone eventFor example, [***]. If SGI disputes ] of such Development Milestone, such Development Milestone Payment would be paid [**] of the Development Milestone [**]. If SGI does not provide such notice and For the avoidance of 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 [***] [***] [***] [***] [***] [***] [***] (e) [***]. The milestone payments listed in the table below , each Development Milestone Payment shall be payable only once upon achievement of the applicable Development Milestone and only on the first occurrence of the corresponding Development Milestone regardless of the number of Licensed Products and (b) satisfaction of a Development Milestone by an Affiliate or by a sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to SGI have been satisfied by Pfizer for the [***] to achieve the designated milestone event with respect to the [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]purposes of this Section 3.3.