Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. Takeda shall make milestone payments to Affymax based on the first achievement of each milestone event in the Licensed Territory for the Product as set forth in this Section 8.2. Takeda shall pay to Affymax the amounts set forth below within thirty (30) days after the first achievement of the corresponding milestone event 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. Milestone Event Milestone Payment [ * ] [ * ] $ [ * ] [ * ] $ [ * ] 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 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 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.

Development Milestone Payments. Takeda 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 Affymax based on market, and in this instance, the first achievement 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 each milestone event 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 Territory for Compound [***] Notwithstanding the Product as set forth in this Section 8.2. Takeda above, Sankyo shall pay to Affymax the amounts set forth below MTI US$2,000,000 within thirty (30) days after the first achievement execution of the corresponding milestone event with respect to the Productthis Agreement. Each such Such payment shall be made by wire transfer deemed a pre-payment of immediately available funds into an account designated by Affymax. Each development milestone payment by Takeda payments otherwise due to Affymax hereunder MTI pursuant to this Section 7.3, and, at Sankyo's sole discretion, 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 development milestone payments due hereunder. [ * ] = Certain confidential information contained to MTI, in whole or in part, after the execution of this document, marked by brackets, has been omitted and filed separately Agreement in accordance with the Securities and Exchange Commission pursuant to Rule 406 of table set forth herein above. Notwithstanding the Securities Act of 1933foregoing, as amended. Milestone Event Milestone Payment [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Completion(2) of if, after the first pivotal Phase III Clinical Trial for date hereof, 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 ProductSteering Committee determines, in its sole discretion, to devote a portion of such $2,000,000 payment to supplement the following territoriesresearch 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 the other Renal Indication (the indication other than that for which accordance with the preceding milestone was paid): United States $ 45,000,000 [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Total Milestone 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 amendedsentence.

Development Milestone Payments. Takeda 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 milestone the following payments to Affymax based 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 milestone event in the Licensed Territory for the Product as set forth in this Section 8.2. Takeda shall pay to Affymax the amounts set forth below within thirty (30) days after the first achievement of the corresponding milestone event 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, Development Milestone Event regardless of the number of times achieved by one Licensed Products that are developed for such Permitted Indication or more Productssubsequent achievement of such Development Milestone Events for such Permitted Indication with a different Licensed Product; provided, that, the Development Milestone Events for [* * *] Permitted Indications in addition to the Initial Indications shall be payable subject to the credit provided in Section 4.8.3. Each such payment is 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 [* * *] days after achievement of the applicable Development Milestone Event. The Development Milestone Payments shall be non-refundable and non-creditable against any other payments due hereunderrefundable. [ [* * *] = Certain The confidential information contained in content of this document, marked by brackets, Exhibit 10.1 has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 406 of the Securities Act of 1933omitted portions. CONFIDENTIAL TREATMENT REQUESTED BY ASSEMBLY BIOSCIENCES, as amendedINC. Milestone Event Development Milestones Milestone Payment [ Ulcerative Colitis Crohn’s Disease Each IBS program up to two (2) Each Additional Permitted Indication [* * *](excluding [* * *] [ [* * *] $ [ [* * *] [ [* * *] $ [ [* * *] 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 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 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.[* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *]

Development Milestone Payments. Takeda In consideration of the license and rights granted hereunder, Licensee shall make pay to Lxxxx each of the milestone payments to Affymax based on the first achievement of each milestone event in the Licensed Territory for the Product as set forth in this Section 8.2. Takeda shall pay to Affymax the amounts set forth table below within thirty (30each, a “Development Milestone Payment”) days after upon the first achievement occurrence of the corresponding milestone set forth in such table (each, a “Development Milestone”). Licensee shall promptly notify Lxxxx in writing of, but in no event with respect to later than [***] after, the Product. Each occurrence of each Development Milestone for the Product (which notice shall specify the date of such payment occurrence, and such specified date shall be made by wire transfer binding on Licensee) (each, a “Development Milestone Notice”); provided, however, that in no event shall a failure to deliver a Development Milestone Notice relieve Licensee of immediately available funds into an account designated by Affymaxits obligation to pay the applicable Development Milestone Payment when due pursuant to this Section 7.2. Licensee shall pay each Development Milestone Payment [***] after the occurrence of the applicable Development Milestone. Development Milestone Development Milestone Payment [***] [***] [***] [***] [***] [***] [***] [***] Each milestone payment by Takeda to Affymax hereunder Development Milestone is a single occurrence event, and accordingly each Development Milestone Payment shall 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 only once, upon the first occurrence of the applicable Development Milestone for the Product (regardless of the number of times achieved by one specific Product or more Products. Each such payment whether the specific Product for a Development Milestone is non-refundable and non-creditable against the same as the specific Product for any other payments due hereunderDevelopment Milestones). [ * ] = Certain confidential information contained in this documentFor clarity, marked and by brackets, has been omitted and filed separately way of example (with the Securities and Exchange Commission pursuant to Rule 406 each of the Securities Act of 1933, as amended. Milestone Event Milestone Payment [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Completion(2) of the first pivotal Phase III Clinical Trial for the Product for the Regulatory Approval following items occurring sequentially 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 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 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.order set forth below):

Development Milestone Payments. Takeda Licensee shall make pay to Verastem the non-refundable, non-creditable milestone payments to Affymax based on the first achievement of each milestone event in the Licensed Territory for the Product as set forth in this Section 8.27.2. Takeda Licensee shall notify Verastem in writing of the achievement by or on behalf of Licensee, its Affiliates or Sublicensees of any and each milestone event set forth in the table below promptly following the occurrence thereof, but in no event later than [* * *] Business Days following the occurrence thereof. Verastem shall issue an invoice to Licensee for the amount of the milestone payment corresponding to such achieved milestone event, and Licensee shall pay to Affymax the amounts set forth below Verastem such invoiced amount within thirty (30) days [* * *] Business Days after the first achievement receipt of the corresponding milestone event with respect to the Productinvoice therefor from Verastem. Each such payment shall be made by wire transfer of immediately available funds into an account designated by AffymaxDevelopment Milestone Event Milestone Payment [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SEC. Each milestone payment by Takeda to Affymax hereunder set forth above shall be payable only once, regardless of once for the number of times achieved by Licensed Products. If any milestone event occurs for the Licensed Products for the [* * *] without 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. Milestone Event Milestone Payment [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Completion(2) of the first pivotal Phase III Clinical Trial prior milestone events for the Product [* * *] occurring for Licensed Products, then Licensee shall make the milestone payment(s) for all such prior, unpaid milestone events for the Regulatory Approval in [* * *] at 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 same time it is required to pay Verastem 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 the following territories, in the other Renal Indication (the indication other than milestone event 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, 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 amendedoccurred.

Development Milestone Payments. Takeda Licensee shall make pay to Verastem the non-refundable, non-creditable milestone payments to Affymax based on the first achievement of each milestone event in the Licensed Territory for the Product as set forth in this Section 8.27.2. Takeda Licensee shall notify Verastem in writing of the achievement by or on behalf of Licensee, its Affiliates or Sublicensees of any and each milestone event set forth in the table below promptly following the occurrence thereof, but in no event later than [* * *] days following the occurrence thereof. Verastem shall issue an invoice to Licensee for the amount of the milestone payment corresponding to such achieved milestone event, and Licensee shall pay to Affymax the amounts set forth below Verastem such invoiced amount within thirty (30) [* * *] days after the first occurrence of the applicable milestone event. Development Milestone Event Milestone Payment [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] If Conditional Approval of a Licensed Product in a particular Indication is not achieved because Development activities transpired such that achievement of such Conditional Approval was unnecessary or did not otherwise occur, then upon achievement of Final Approval for such Licensed Product for such Indication, the corresponding milestone event with respect payment applicable to the ProductConditional Approval milestone event will also be due. Each such For the avoidance of doubt, the milestone event payment applicable to the Final Approval milestone shall be made by wire transfer due only once upon the first Final Approval of immediately available funds into an account designated by Affymax. Each milestone payment by Takeda to Affymax hereunder shall be payable only oncea Licensed Product for any Indication in any Region in the Territory, regardless of the number of times achieved by one Licensed Products (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. Milestone Event Milestone Payment [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Completion(2Indications) 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 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 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 amendedreceive Final Approval.