Common use of Development Payments Clause in Contracts

Development Payments. (a) In partial consideration for Exelixis’ development of the Licensed Compound Know-How, prosecution and maintenance of the Licensed Compound Patent Rights and performance of Exelixis’ obligations under this Agreement, and subject to the provisions of Section 4.2(b) through Section 4.2(f), Wyeth shall pay Exelixis the amounts set forth below within [ * ] days of the first occurrence of each event described below for any Agreement Product (each, a “Development Payment”). All Development Payments shall be nonrefundable and noncreditable. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Development Event Development Payment (i) First Development Track Selection of an Agreement Product [ * ] (ii) Development Track Selection for second Agreement Product [ * ] (iii) Development Track Selection for third and each subsequent Agreement Product [ * ] (iv) First subject dosed in a Phase 1 Trial [ * ] (v) First subject dosed in a Phase 2 Trial [ * ] (vi) First subject dosed in a Phase 3 Trial [ * ] (vii) NDA Acceptance [ * ] (viii) Filing and acceptance for review of a Drug Approval Application in Europe [ * ] (ix) Filing and acceptance for review of a Drug Approval Application in Japan [ * ] (x) First Commercial Sale of an Agreement Product in U.S. [ * ] (xi) First Commercial Sale of an Agreement Product in Europe [ * ] (xii) First Commercial Sale of an Agreement Product in Japan [ * ] (xiii) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ] (xiv) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ] (xv) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ] [ * ] (b) Each of the Development Payments described in this Section 4.2 shall be payable one (1) time only, regardless of the actual number of times the corresponding development event is achieved. (c) If a development event set forth in Section 4.2(a)(i) through Section 4.2(a)(vi) is achieved by an Agreement Product which: (i) does not [ * ]; and (ii) is not [ * ], the corresponding Development Payment will be [ * ] of the amount set forth in the table above. (d) If a development event set forth in Section 4.2(a)(vii) through Section 4.2(a)(xii) is achieved by an Agreement Product which: (i) does not [ * ]; and (ii) is not [ * ], the corresponding Development Payment will be [ * ] of the amount set forth in the table above. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (e) If the development event set forth in Section 4.2(a)(v) is achieved prior to the achievement of the development event set forth in Section 4.2(a)(iv), then Wyeth shall pay to Exelixis within [ * ] days of the achievement of the development event set forth in Section 4.2(a)(v) the Development Payments for both such development events. If the development event set forth in Section 4.2(a)(vi) is achieved prior to the achievement of the development events set forth in Section 4.2(a)(iv) and/or Section 4.2(a)(v), then Wyeth shall pay to Exelixis within [ * ] days of the achievement of the development event set forth in Section 4.2(a)(vi) the Development Payments listed in Section 4.2(a)(iv) through Section 4.2(a)(vi) that have not previously been paid by Wyeth. (f) If a development event set forth in Section 4.2(a)(i) through Section 4.2(a)(xv) is achieved by an Agreement Product that is an Other Derivative Product, then any corresponding Development Payments for such Other Derivative Product will be [ * ] of the amount set forth for Agreement Products in Section 4.2(a); provided, however, that if an Agreement Product that comprises or contains at least one Existing Compound or at least one Agreement Derivative (a “Prior Agreement Product”) achieves Development Track Selection prior to the date Development Track Selection is achieved for any Other Derivative Product (a “Subsequent Agreement Product”), then Wyeth shall [ * ]. However, if development of a Prior Agreement Product ceases, and development of a Subsequent Agreement Product occurs, then, with respect to Development Payments for such Subsequent Agreement Product, Wyeth shall [ * ], but Wyeth shall pay [ * ].

Development Payments. (a) In partial consideration for Exelixis’ development of the Licensed Compound Know-How, prosecution and maintenance of the Licensed Compound Patent Rights and performance of Exelixis’ obligations under this Agreement, and subject to the provisions of Section 4.2(b) through Section 4.2(f), Wyeth shall pay Exelixis the amounts set forth below within [ * ] days of the first occurrence of each event described below for any Agreement Product (each, a “Development Payment”). All Development Payments shall be nonrefundable and noncreditable. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Development Event Development Payment (i) First Development Track Selection of an Agreement Product [ * ] (ii) Development Track Selection for second Agreement Product [ * ] (iii) Development Track Selection for third and each subsequent Agreement Product [ * ] (iv) First subject dosed in a Phase 1 Trial [ * ] (v) First subject dosed in a Phase 2 Trial [ * ] (vi) First subject dosed in a Phase 3 Trial [ * ] (vii) NDA Acceptance [ * ] (viii) Filing and acceptance for review of a Drug Approval Application in Europe [ * ] (ix) Filing and acceptance for review of a Drug Approval Application in Japan [ * ] (x) First Commercial Sale of an Agreement Product in U.S. [ * ] (xi) First Commercial Sale of an Agreement Product in Europe [ * ] (xii) First Commercial Sale of an Agreement Product in Japan [ * ] (xiii) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ] (xiv) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ] (xv) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ] [ * ] (b) Each of the Development Payments described in this Section 4.2 shall be payable one (1) time only, regardless of the actual number of times the corresponding development event is achieved. (c) If a development event set forth in Section 4.2(a)(i) through Section 4.2(a)(vi) is achieved by an Agreement Product which: (i) does not [ * ]; and (ii) is not [ * ], the corresponding Development Payment will be [ * ] of the amount set forth in the table above. (d) If a development event set forth in Section 4.2(a)(vii) through Section 4.2(a)(xii) is achieved by an Agreement Product which: (i) does not [ * ]; and (ii) is not [ * ], the corresponding Development Payment will be [ * ] of the amount set forth in the table above. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (e) If the development event set forth in Section 4.2(a)(v) is achieved prior to the achievement of the development event set forth in Section 4.2(a)(iv), then Wyeth shall pay to Exelixis within [ * ] days of the achievement of the development event set forth in Section 4.2(a)(v) the Development Payments for both such development events. If the development event set forth in Section 4.2(a)(vi) is achieved prior to the achievement of the development events set forth in Section 4.2(a)(iv) and/or Section 4.2(a)(v), then Wyeth shall pay to Exelixis within [ * ] days of the achievement of the development event set forth in Section 4.2(a)(vi) the Development Payments listed in Section 4.2(a)(iv) through Section 4.2(a)(vi) that have not previously been paid by Wyeth. (f) If a development event set forth in Section 4.2(a)(i) through Section 4.2(a)(xv) is achieved by an Agreement Product that is an Other Derivative Product, then any corresponding Development Payments for such Other Derivative Product will be [ * ] of the amount set forth for Agreement Products in Section 4.2(a); provided, however, that if an Agreement Product that comprises or contains at least one Existing Compound or at least one Agreement Derivative (a “Prior Agreement Product”) achieves Development Track Selection prior to the date Development Track Selection is achieved for any Other Derivative Product (a “Subsequent Agreement Product”), then Wyeth shall [ * ]. However, if development of a Prior Agreement Product ceases, and development of a Subsequent Agreement Product occurs, then, with respect to Development Payments for such Subsequent Agreement Product, Wyeth shall [ * ], but Wyeth shall pay [ * ].