Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. (a) Subject to the terms and conditions of this Agreement (including subsection (b) below), in consideration of the grant of the license in Section 2.1, Gritstone shall pay to Arbutus the one-time Development Milestone Payments upon achievement of the corresponding development milestones (as set forth in the table in this Section 4.2(a), below, each a “Development Milestone”). Gritstone shall provide written notice to Arbutus of the occurrence of each Development Milestone within [***] Business Days of its occurrence, and pay the indicated Development Milestone payment amount (each a “Development Milestone Payment”) to Arbutus within [***] days after receipt of an invoice from Arbutus following the occurrence of the applicable Development Milestone as follows: Acceptance of first IND or equivalent US $2,500,000 [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] (b) For clarity, (i) any Marketing Authorization Approval that is obtained for [***] for which the First Marketing Authorization Approval milestone payment has been previously paid shall not be deemed to be a second or third Marketing Authorization Approval for purposes of this milestone payment section and (ii) any clinical trial required to be conducted by a Regulatory Authority after the conduct of the first Phase III Trial for a Product in order to obtain Marketing Authorization Approval for such Product shall not constitute Initiation of dosing of Second Phase III Study or Initiation of dosing of Third Phase III Study.

Development Milestone Payments. (a) Subject MPI shall make the following milestone payments to the terms and conditions of this Agreement (including subsection (b) below), in consideration of the grant of the license in Section 2.1, Gritstone shall pay to Arbutus the one-time Development Milestone Payments upon achievement of the corresponding development milestones (as set forth in the table in this Section 4.2(a), below, each a “Development Milestone”). Gritstone shall provide written notice to Arbutus of the occurrence of each Development Milestone SGI within [***] Business Days after the achievement of its occurrenceeach of the following milestone events by MPI or, and pay with respect to the indicated Development Milestone [***], SGI, or, as applicable, their respective Affiliates or sublicensees. Each such milestone payment amount shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]. (each a “Development Milestone Payment”a) [***]. The milestone payments listed in the table below shall be payable to Arbutus within SGI for the [***] days after receipt of an invoice from Arbutus following to achieve the occurrence of the applicable Development Milestone as follows: Acceptance of first IND or equivalent US $2,500,000 designated milestone event with respect to [***] US $]. [***] [***] US $[***] [***] US $[***] [***] US $[***] [***] (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 [***]. [***] [***] US $[***] [***] US $[***] [***] US $[***] 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 [***]. [***] [***] US $[***] [***] US $[***] [***] (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 [***]. [***] [***] US $[***] [***] US $[***] [***] US $[***] [***] (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 [***]. [***] [***] US $[***] [***] US $[***] [***] US $[***] [***] [***] [***] (b) For clarity, (i) any Marketing Authorization Approval that is obtained for [***] for which the First Marketing Authorization Approval milestone payment has been previously paid shall not be deemed to be a second or third Marketing Authorization Approval for purposes of this milestone payment section and (ii) any clinical trial required to be conducted by a Regulatory Authority after the conduct of the first Phase III Trial for a Product in order to obtain Marketing Authorization Approval for such Product shall not constitute Initiation of dosing of Second Phase III Study or Initiation of dosing of Third Phase III Study.

Development Milestone Payments. (a) Subject to the terms and conditions of this Agreement (Agreement, including subsection (b) below)Section 6.5, in consideration of the grant of the license in Section 2.1, Gritstone Takeda shall pay to Arbutus MTEM the one-time Development Milestone Payments upon achievement of the corresponding development milestones (as set forth in the table in this Section 4.2(a), below, each a “Development Milestone”). Gritstone shall provide written notice to Arbutus of the occurrence of each Development Milestone following milestone payments within [***] Business Days after receipt of its occurrence, and pay an invoice following the indicated Development Milestone payment amount (first occurrence of each a “Development Milestone Payment”) event set forth below with respect to Arbutus within the first [***] days after receipt of an invoice from Arbutus following the occurrence of the applicable Development Milestone to achieve such event, whether such events are achieved by Takeda, its Affiliates or Sublicensees, as follows: Acceptance of first IND or equivalent US $2,500,000 [***] US $1 [***] [***] US $[***] 2 [***] [***] US $[***] 3 [***] [***] US $[***] 4 [***] [***] US $[***] 5 [***] [***] US $[***] 6 [***] [***] US $[***] 7 [***] [***] US $[***] 8 [***] [***] US $[***] 9 [***] [***] US $[***] 10 [***] [***] US $[***] 11 [***] [***] US $[***] 12 [***] [***] US $[***] 13 [***] [***] US $[***] 14 [***] [***] US $[***] 15 [***] [***] [***] 16 [***] [***] [***] Each milestone payment in this Section 6.2 is due only once and shall be payable only upon the first achievement of such milestone event (regardless of the number of [***] . Column 2 shall apply only if MTEM has exercised the Co-Development Option and the milestone event occurs during the Co-Development Period. In the event that Column 2 applies, but MTEM has not paid its share of the Co-Development Costs in full prior to the date the milestone payment would be due, then Takeda shall pay the amount in Column 1 (bif any) and then once such Co-Development Costs have been paid to Takeda, then Takeda shall pay the difference between the amount in Column 2 and Column 1 for the applicable milestone, such that Takeda has paid the total amount due to MTEM for the achievement of the applicable milestone. No amounts shall be due under this Section 6.2 for subsequent or repeated achievements of any such milestone event. For clarity, the maximum aggregate amount of milestone payments payable by Takeda pursuant to Column 2 above is Three Hundred Seven Million Five Hundred Thousand U.S. Dollars (i) any Marketing Authorization Approval that $307,500,000). If MTEM does not exercise the Co-Development Option, the possible aggregate amount of milestone payments payable by Takeda pursuant to Column 1 above is obtained for One Hundred Sixty Two Million Five Hundred Thousand U.S. Dollars ($162,500,000). If a [***] for which the First Marketing Authorization Approval is considered [***] then following [***] then [***] above, as applicable, would be payable upon [***] based on such [***] (if such milestone payment has not been previously paid shall not be deemed to be a second or third Marketing Authorization Approval for paid). For purposes of this milestone clarity, payment section and (ii) any clinical trial required to be conducted by of [***] above will not preclude a Regulatory Authority after the conduct future payment of the first Phase III Trial for a Product in order to obtain Marketing Authorization Approval for such Product shall not constitute Initiation of dosing of Second Phase III Study or Initiation of dosing of Third Phase III Study[***] above.

Development Milestone Payments. (a) Subject to the terms and conditions of this Agreement (including subsection clauses (ba)-(c) belowof this Section 4.3), in consideration of the grant of the license in Section 2.1, Gritstone shall pay to Arbutus Genevant each of the one-time nonrefundable, noncreditable payments set forth in the table below (each a “Development Milestone Payments Payment”) upon the first achievement of the corresponding development milestones milestone (as set forth in the table in this Section 4.2(a), below4.3, each a “Development Milestone” and such table, the “Development Milestone Table”)) by [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For clarity: [***]. Gritstone shall provide written notice to Arbutus Genevant of the occurrence of each Development Milestone within [***] Business Days of its occurrence, occurrence and pay the indicated corresponding Development Milestone payment amount (each a “Development Milestone Payment”) Payment to Arbutus Genevant within [***] days after receipt delivery of an invoice from Arbutus following Genevant therefor. Notwithstanding the occurrence foregoing: (a) with respect to each Development Milestone [***], then [***]; and (b) solely with respect to the Development Milestone [***], if, on the date such Development Milestone is achieved, [***], then: (i) if, as of the applicable day immediately preceding the date such Development Milestone is achieved, [***], then [***]; or (ii) if, as follows: Acceptance of first IND or equivalent US $2,500,000 the day immediately preceding the date such Development Milestone is achieved, [***], then [***]; or (iii) if, as of the day immediately preceding the date such Development Milestone is achieved, [***], then [***]. For clarity, [***]. *the [***] US $to achieve this Development Milestone shall [***], but [***]” (c) In the event of [***], Gritstone shall provide written notice to Genevant [***] within [***] US $of its occurrence and [***] shall apply in each case [***]: (i) if [***], then [***]; (ii) if [***]; (iii) upon [***], if [***], then [***]: (A) [***]; (B) [***]; (C) [***]; or (D) [***]; (iv) upon [***], if [***], then [***]: (A) if [***]; (B) if [***]; (C) if [***]; or (D) if [***]; (v) upon [***], then [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $[***] [***] US $: (A) if [***]; (bB) For clarity, (i) any Marketing Authorization Approval that is obtained for if [***] for which the First Marketing Authorization Approval milestone payment has been previously paid shall not be deemed to be a second or third Marketing Authorization Approval for purposes of this milestone payment section and ]; (iiC) any clinical trial required to be conducted by a Regulatory Authority after the conduct of the first Phase III Trial for a Product in order to obtain Marketing Authorization Approval for such Product shall not constitute Initiation of dosing of Second Phase III Study or Initiation of dosing of Third Phase III Studyif [***]; or (D) if [***]; (vi) Upon [***], if [***], then [***]: (A) if [***]; (B) if [***]; or (C) if [***].