Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. Sankyo shall make the following development milestone payments to MTI (a) for [***] which achieves the milestone events set forth in the table below, in the amounts and in accordance with the table below, and (b) for [***] which achieves the milestone events set forth in the table below, in [***] the amounts and in accordance with the table below; in each case other than for Compounds which have properties, results and effects that are substantially similar to a Compound (a "Back-up Compound") for which Sankyo has previously *** Confidential Treatment Requested. made milestone payments. Sankyo shall not make milestone payments for any Back-up Compound [***] which has not gone to market, and in this instance, the only milestone payments due are [***] such Back-up Compound shall no longer be a Back-up Compound. Notwithstanding the above, if such Back-up Compound is subsequently developed in addition to the Compound it was meant to replace, all appropriate milestone payments (for those milestones which such Back-up Compound already has achieved) shall be promptly paid [***]. Milestone Achieved Payment Selection of a Compound as a Candidate Compound pursuant to Section 4.3 US$1.0 million First filing of an IND for a Licensed Compound US$2.0 million Proof of efficacy in a clinical study for a Licensed Compound US$3.5 million First filing of an NDA for a Licensed Compound [***] First approval of an NDA (or receipt of marketing approval in the U.S. or in a Primary Country) for a Licensed Compound [***] Notwithstanding the above, Sankyo shall pay to MTI US$2,000,000 within thirty (30) days after the execution of this Agreement. Such payment shall be deemed a pre-payment of development milestone payments otherwise due to MTI pursuant to this Section 7.3, and, at Sankyo's sole discretion, shall be creditable against any development milestone payments due to MTI, in whole or in part, after the execution of this Agreement in accordance with the table set forth herein above. Notwithstanding the foregoing, if, after the date hereof, the Steering Committee determines, in its sole discretion, to devote a portion of such $2,000,000 payment to supplement the research funding provided by Sankyo under this Agreement, the proceeds of such $2,000,000 payment shall be applied, first, to such supplemental research funding, and, second, in accordance with the preceding sentence.

Development Milestone Payments. Sankyo Takeda shall make the following development milestone payments to MTI (a) Affymax based on the first achievement of each milestone event in the Licensed Territory for [***] which achieves the milestone events Product as set forth in the table below, in the amounts and in accordance with the table below, and (b) for [***] which achieves the milestone events set forth in the table below, in [***] the amounts and in accordance with the table below; in each case other than for Compounds which have properties, results and effects that are substantially similar to a Compound (a "Back-up Compound") for which Sankyo has previously *** Confidential Treatment Requestedthis Section 8.2. made milestone payments. Sankyo shall not make milestone payments for any Back-up Compound [***] which has not gone to market, and in this instance, the only milestone payments due are [***] such Back-up Compound shall no longer be a Back-up Compound. Notwithstanding the above, if such Back-up Compound is subsequently developed in addition to the Compound it was meant to replace, all appropriate milestone payments (for those milestones which such Back-up Compound already has achieved) shall be promptly paid [***]. Milestone Achieved Payment Selection of a Compound as a Candidate Compound pursuant to Section 4.3 US$1.0 million First filing of an IND for a Licensed Compound US$2.0 million Proof of efficacy in a clinical study for a Licensed Compound US$3.5 million First filing of an NDA for a Licensed Compound [***] First approval of an NDA (or receipt of marketing approval in the U.S. or in a Primary Country) for a Licensed Compound [***] Notwithstanding the above, Sankyo Takeda shall pay to MTI US$2,000,000 Affymax the amounts set forth below within thirty (30) days after the execution first achievement of this Agreementthe corresponding milestone event with respect to the Product. Such Each such payment shall be deemed a pre-made by wire transfer of immediately available funds into an account designated by Affymax. Each milestone payment of development milestone payments otherwise due by Takeda to MTI pursuant to this Section 7.3, and, at Sankyo's sole discretion, 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 development milestone 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 MTIRule 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 (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 whole or the following territories, in partthe other Renal Indication (the indication other than that for which the preceding milestone was paid): United States $ 45,000,000 [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Total Milestone Payments $ 280,000,000 [ * ] = Certain confidential information contained in this document, after marked by brackets, has been omitted and filed separately with the execution Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (1) For clarity, [ *] (2) For purposes of this Agreement in accordance with section, “completion” means locking of the table set forth herein above. Notwithstanding database for analysis of the foregoing, if, after the date hereofstudy. (3) For clarity, the Steering Committee determines, in its sole discretion, to devote a portion of such $2,000,000 payment to supplement [ *] milestone for [ *] shall be payable upon the research funding provided by Sankyo under this Agreement[ *] (4) For clarity, the proceeds of such $2,000,000 payment milestones for [ *] shall be appliedpayable upon [ *] (5) For clarity, first, to such supplemental research funding, and, second, in accordance with the preceding sentence.if [ *] milestones will be payable [ *]

Development Milestone Payments. Sankyo (i) In addition to the 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 attainment of the development ** 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, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall make cause the following development milestone payments to MTI (a) for Surviving Corporation to, [***] which achieves after the milestone events occurrence of each Development Milestone, deliver to the 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 table belowAdministrative Expense Account (each, in a “Development Milestone Payment” and collectively, the amounts and “Development Milestone 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 the table belowRegulation (EC) No. 726/2004, and (b) for a cash payment of [***] which achieves ]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the milestone events set forth in Closing Date, then upon the table belowoccurrence of the Res 5-0010 Asthma Study Completion, in a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [***] ]; (E) Upon marketing authorization of Reslizumab for the amounts and treatment of any asthma indication being granted by the European Commission in accordance with the table below; in each case other than for Compounds which have propertiesRegulation (EC) No. 726/2004, results and effects that are substantially similar to a Compound (a "Back-up Compound") for which Sankyo has previously *** Confidential Treatment Requested. made milestone payments. Sankyo shall not make milestone payments for any Back-up Compound cash payment of [***] which has not gone to market]; and (F) Upon FDA approval of an Oral Anti-TNF Product, and in this instance, the only milestone payments due are a cash payment of [***] such Back-up Compound shall no longer be a Back-up Compound. Notwithstanding the above, if such Back-up Compound is subsequently developed in addition to the Compound it was meant to replace, all appropriate milestone payments (for those milestones which such Back-up Compound already has achieved) shall be promptly paid [***]. Milestone Achieved Payment Selection of a Compound as a Candidate Compound pursuant to Section 4.3 US$1.0 million First filing of an IND for a Licensed Compound US$2.0 million Proof of efficacy in a clinical study for a Licensed Compound US$3.5 million First filing of an NDA for a Licensed Compound [***] First approval of an NDA (or receipt of marketing approval in the U.S. or in a Primary Country) for a Licensed Compound [***] Notwithstanding the above, Sankyo shall pay to MTI US$2,000,000 within thirty (30) days after the execution of this Agreement. Such payment shall be deemed a pre-payment of development milestone payments otherwise due to MTI pursuant to this Section 7.3, and, at Sankyo's sole discretion, shall be creditable against any development milestone payments due to MTI, in whole or in part, after the execution of this Agreement in accordance with the table set forth herein above. Notwithstanding the foregoing, if, after the date hereof, the Steering Committee determines, in its sole discretion, to devote a portion of such $2,000,000 payment to supplement the research funding provided by Sankyo under this Agreement, the proceeds of such $2,000,000 payment shall be applied, first, to such supplemental research funding, and, second, in accordance with the preceding sentence.

Development Milestone Payments. Sankyo shall make the following development milestone payments to MTI (a) for [***] which achieves the milestone events set forth in the table below, in the amounts and in accordance with the table below, and (b) for [***] which achieves the milestone events set forth in the table below, in [***] the amounts and in accordance with the table below; in each case other than for Compounds which have properties, results and effects that are substantially similar to a Compound (a "Back-up Compound") for which Sankyo has previously *** Confidential Treatment Requested. made milestone payments. Sankyo shall not make milestone payments for any Back-up Compound [***] which has not gone to market, and in this instance, the only milestone payments due are [***] such Back-up Compound shall no longer be a Back-up Compound. Notwithstanding the above, if such Back-up Compound is subsequently developed in addition to the Compound it was meant to replace, all appropriate milestone payments (for those milestones which such Back-up Compound already has achieved) shall be promptly paid [***]. Milestone Achieved Payment Selection of a Compound as a Candidate Compound pursuant to Section 4.3 US$1.0 million First filing of an IND for a Licensed Compound US$2.0 million Proof of efficacy in a clinical study for a Licensed Compound US$3.5 million [***] First filing of an NDA for a Licensed Compound [***] First approval of an NDA (or receipt of marketing approval in the U.S. or in a Primary Country) for a Licensed Compound [***] Notwithstanding the above, Sankyo shall pay to MTI US$2,000,000 within thirty (30) days after the execution of this Agreement. Such payment shall be deemed a pre-payment of development milestone payments otherwise due to MTI pursuant to this Section 7.3, and, at Sankyo's sole discretion, shall be creditable against any development milestone payments due to MTI, in whole or in part, after the execution of this Agreement in accordance with the table set forth herein above. Notwithstanding the foregoing, if, after the date hereof, the Steering Committee determines, in its sole discretion, to devote a portion of such $2,000,000 payment to supplement the research funding provided by Sankyo under this Agreement, the proceeds of such $2,000,000 payment shall be applied, first, to such supplemental research funding, and, second, in accordance with the preceding sentence.

Development Milestone Payments. Sankyo (a) SHP625 Licensed Product. Mirum shall make the following non refundable and non-creditable development milestone payments to MTI (a) for Shire within […***…] which achieves after the first achievement of each applicable milestone for an Indication covered by each section of the table below for a Licensed Product containing the SHP625 Compound, either alone or in combination with other agents (a “SHP625 Licensed Product”), by Mirum or any of its Affiliates or any of their respective sublicensees. Each such milestone payment shall be paid only once for each such Indication for an SHP625 Licensed Product during the Term, the first time an SHP625 Licensed Product reaches such milestone event, regardless of the number of times such milestone is reached by an SHP625 Licensed Product for the same Indication. For clarity, (i) the milestone events set forth payments in each section of the table below are paid once for an Indication covered by such section of the table but, in the case of section 4 of the table below only, may be paid multiple times if multiple Other Indications are covered by such section of the table, (ii) if the same SHP625 Licensed Product is Developed for more than one Indication, the applicable development milestones will apply for each such Indication and (iii) if a disease or condition listed under the header “INDICATIONS AND USAGE” covers more than one of the PFIC Indication, ALGS Indication, Biliary Atresia Indication or Other Indication based on clinical data in such disease, condition or Indication, then the applicable milestone payments in the table belowbelow shall apply for each such Indication when the applicable milestone event is reached (e.g., if achievement of a milestone event is based on Regulatory Approval for “treatment of pruritus in the amounts and in accordance with the table belowpediatric cholestatic liver disease” which is supported by studies of PFIC patients, ALGS patients, and Biliary Atresia patients (b) for [***] which achieves as evidenced by Regulatory Materials), then the milestone events set forth in the table below, in [***] the amounts and in accordance with the table below; in each case other than for Compounds which have properties, results and effects that are substantially similar to a Compound (a "Back-up Compound") for which Sankyo has previously *** Confidential Treatment Requested. made milestone payments. Sankyo shall not make milestone payments for any Back-up Compound [***] which has not gone to marketthe PFIC Indication, ALGS Indication, and in this instance, Biliary Atresia shall all apply when the only applicable milestone payments due are [***] such Back-up Compound shall no longer be a Back-up Compound. Notwithstanding the above, if such Back-up Compound event is subsequently developed in addition to the Compound it was meant to replace, all appropriate milestone payments (for those milestones which such Back-up Compound already has achieved) shall be promptly paid [***]. Milestone Achieved Payment Selection of a Compound as a Candidate Compound pursuant to Section 4.3 US$1.0 million First filing of an IND for a Licensed Compound US$2.0 million Proof of efficacy in a clinical study for a Licensed Compound US$3.5 million First filing of an NDA for a Licensed Compound [***] First approval of an NDA (or receipt of marketing approval in the U.S. or in a Primary Country) for a Licensed Compound [***] Notwithstanding the above, Sankyo shall pay to MTI US$2,000,000 within thirty (30) days after the execution of this Agreement. Such payment shall be deemed a pre-payment of development milestone payments otherwise due to MTI pursuant to this Section 7.3, and, at Sankyo's sole discretion, shall be creditable against any development milestone payments due to MTI, in whole or in part, after the execution of this Agreement in accordance with the table set forth herein above. Notwithstanding the foregoing, if, after the date hereof, the Steering Committee determines, in its sole discretion, to devote a portion of such $2,000,000 payment to supplement the research funding provided by Sankyo under this Agreement, the proceeds of such $2,000,000 payment shall be applied, first, to such supplemental research funding, and, second, in accordance with the preceding sentencereached).