Common use of LICENSED PRODUCTS AND LICENSED PROCESSES Clause in Contracts

LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each THERAPEUTIC PRODUCT. Milestone Column A First Indication for each THERAPEUTIC PRODUCT Column B Each Additional Indication for each THERAPEUTIC PRODUCT Filing of an IND (or equivalent) with the FDA or comparable regulatory agency $100,000 $0 Phase II (or equivalent) with the FDA or comparable regulatory agency (Enrollment of first subject) $200,000 $100,000 Phase III (or equivalent) with the FDA or comparable regulatory agency (Enrollment of first subject) $450,000 $225,000 Receipt of regulatory approval $600,000 $300,000 Achievement of cumulative worldwide NET SALES of $500,000,000 $750,000 $375,000 Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $100,000,000 (payable each year for **** years from the date of first commercial sale) $500,000 $500,000 For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring THERAPEUTIC PRODUCT to market, COMPANY agrees that COMPANY’s obligation to pay the first set of milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a) ); however, these payments shall only be due for **** after first commercial sale of the second THERAPEUTIC PRODUCT. For the purposes of clarity, the milestone payments due under the “Achievement of cumulative worldwide NET SALES of $500,000,000 and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $100,000,000 described above shall be creditable against Running Royalties. The milestone events set forth above in this Section above are intended to be successive. In the event that any Phase I clinical trial is combined with a Phase II clinical trial (i.e., a Phase I/II clinical trial), the milestone payment for the enrollment of the first subject in a Phase I clinical trial shall be due upon the enrollment of the first subject in the Phase I/II clinical trial; and in the event that any Phase II clinical trial is combined with a Phase III clinical trial (i.e., a Phase II/III clinical trial), the milestone payment for the enrollment of the first subject in a Phase III clinical trial both shall be due upon the enrollment of the first subject in the Phase II/III clinical trial. In addition and notwithstanding the foregoing, if any milestone is reached without achieving a preceding milestone, then the amount which would have been payable on achievement of the preceding milestone shall be payable upon achievement of the following milestone. Furthermore, if the first indication for a given THERAPEUTIC PRODUCT does not reach all of the milestones in this section, then the other indications for that given THERAPEUTIC PRODUCT will pay those milestone payments not paid in respect of any such THERAPEUTIC PRODUCT until all of the milestones in Column A have been paid one time at the rates set forth above. This obligation is in addition to the payment obligation set forth in the following paragraph. COMPANY shall notify THE PARTIES within Thirty (30) days of the achievement of any of the above milestones by COMPANY or any of its AFFILIATES or SUBLICENSEES or its CORPORATE PARTNERS. COMPANY shall make such non-refundable, non-creditable milestone payments within sixty (60) days after achievement of each of the milestones.

LICENSED PRODUCTS AND LICENSED PROCESSES. COMPANY shall pay to THE PARTIES the amounts below upon achievement by COMPANY or its AFFILIATES or its SUBLICENSEES or its CORPORATE PARTNERS of certain milestone events as set forth in the table below for each THERAPEUTIC PRODUCT. Milestone Column A First Indication for each THERAPEUTIC PRODUCT Column B Each Additional Indication for each THERAPEUTIC PRODUCT Filing of an IND (or equivalent) with the FDA or comparable regulatory agency $100,000 $0 Phase II (or equivalent) with the FDA or comparable regulatory agency (Enrollment of first subject) $200,000 $100,000 Phase III (or equivalent) with the FDA or comparable regulatory agency (Enrollment of first subject) $450,000 $225,000 Receipt of regulatory approval $600,000 $300,000 Achievement of cumulative worldwide NET SALES of $$ 500,000,000 $750,000 $375,000 Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $$ 100,000,000 (payable each year for **** years from the date of first commercial sale) $500,000 $500,000 For the convenience of the parties, in recognition of the value of the PATENT RIGHTS, and in the time it takes to bring THERAPEUTIC PRODUCT to market, COMPANY agrees that COMPANY’s obligation to pay the first set of milestone payments in Column A and Column B shall survive expiration or abandonment of all issued patents and filed patent applications within the PATENT RIGHTS as specified in Section 12.6(a) ); however, these payments shall only be due for **** after first commercial sale of the second THERAPEUTIC PRODUCT. For the purposes of clarity, the milestone payments due under the “Achievement of cumulative worldwide NET SALES of $$ 500,000,000 and the “Annual worldwide NET SALES of THERAPEUTIC PRODUCT equal to or greater than $$ 100,000,000 described above shall be creditable against Running Royalties. The milestone events set forth above in this Section above are intended to be successive. In the event that any Phase I clinical trial is combined with a Phase II clinical trial (i.e., a Phase I/II clinical trial), the milestone payment for the enrollment of the first subject in a Phase I clinical trial shall be due upon the enrollment of the first subject in the Phase I/II clinical trial; and in the event that any Phase II clinical trial is combined with a Phase III clinical trial (i.e., a Phase II/III clinical trial), the milestone payment for the enrollment of the first subject in a Phase III clinical trial both shall be due upon the enrollment of the first subject in the Phase II/III clinical trial. In addition and notwithstanding the foregoing, if any milestone is reached without achieving a preceding milestone, then the amount which would have been payable on achievement of the preceding milestone shall be payable upon achievement of the following milestone. Furthermore, if the first indication for a given THERAPEUTIC PRODUCT does not reach all of the milestones in this section, then the other indications for that given THERAPEUTIC PRODUCT will pay those milestone payments not paid in respect of any such THERAPEUTIC PRODUCT until all of the milestones in Column A have been paid one time at the rates set forth above. This obligation is in addition to the payment obligation set forth in the following paragraph. COMPANY shall notify THE PARTIES within Thirty (30) days of the achievement of any of the above milestones by COMPANY or any of its AFFILIATES or SUBLICENSEES or its CORPORATE PARTNERS. COMPANY shall make such non-refundable, non-creditable milestone payments within sixty (60) days after achievement of each of the milestones.