Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. Takeda shall make milestone payments to AMAG based on achievement of certain milestone events for the Product as set forth in this Section 8.2, in partial consideration for the prior and future cost of developing the Product. Takeda shall pay to AMAG the amounts set forth below within [***] after receipt by Takeda of AMAG’s invoice following the achievement of the corresponding milestone event. Except with respect to Milestone Event 6, [***] each milestone payment by Takeda to AMAG hereunder shall be payable only once, regardless of the number of times achieved by the Product. Each such payment is nonrefundable and non-creditable against any other payments due hereunder. 1. Upon the receipt of the first approval by the EMA of an MAA for the Product for an Indication in the Field: If such Indication is any Indication other than the ▇▇▇ Indication: $ 15,000,000 [***] [***] [***] [***] [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Development Milestone Payments. Takeda shall make milestone payments to AMAG Affymax based on the first achievement of certain each milestone events event in the Licensed Territory for the Product as set forth in this Section 8.2, in partial consideration for the prior and future cost of developing the Product. Takeda shall pay to AMAG Affymax the amounts set forth below within [***] thirty (30) days after receipt by Takeda of AMAG’s invoice following the first achievement of the corresponding milestone event. Except event with respect to Milestone Event 6, [***] each 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 AMAG Affymax hereunder shall be payable only once, regardless of the number of times achieved by the Productone or more Products. Each such payment is nonrefundable non-refundable and non-creditable against any other payments due hereunder. 1. Upon the receipt of the first approval by the EMA of an MAA for the Product for an Indication in the Field: If such Indication is any Indication other than the ▇▇▇ Indication: $ 15,000,000 [**] $ [*] [**] $ [*] [**] $ [*] [**] $ [*] [**] $ [*] INDICATES MATERIAL THAT [*] $ [*] [*] $ [*] [*] $ [*] (1) For clarity, [*] (2) For purposes of this section, "completion" means [*] (3) For clarity, the [*] milestone for [*] shall be payable upon the [*] (4) For clarity, the milestones for [*] shall be payable upon [*] (5) For clarity, if [*] milestones will be payable [*] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER 406 OF THE SECURITIES EXCHANGE ACT OF 19341933, AS AMENDED.

Development Milestone Payments. Takeda shall make milestone payments to AMAG based on achievement of certain milestone events for the Product as set forth in this Section 8.2, in partial consideration for the prior and future cost of developing the Product. Takeda shall pay to AMAG the amounts set forth below within [***] after receipt by Takeda of AMAG’s invoice following the achievement of the corresponding milestone event. Except with respect to Milestone Event 6, [***] ], each milestone payment by Takeda to AMAG hereunder shall be payable only once, regardless of the number of times achieved by the Product. Each such payment is nonrefundable and non-creditable against any other payments due hereunder. 1. Upon the receipt of the first approval by the EMA of an MAA for the Product for an Indication in the Field: If such Indication is any Indication other than the ▇▇▇ Indication: $ 15,000,000 [***] [***] [***] [***] [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.. achieved by the Product. Each such payment is nonrefundable and non-creditable against any other payments due hereunder. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Development Milestone Payments. Takeda shall make milestone payments to AMAG based on achievement of certain milestone events for the (a) On a Product-by-Product as set forth in this Section 8.2basis, in partial consideration for the prior and future cost of developing the Product. Takeda Zai shall pay to AMAG MacroGenics the amounts set forth milestone payments listed below within [***] after receipt by Takeda of AMAG’s invoice following for the first achievement of the corresponding milestone event, which in each case shall be non-refundable, and non-creditable. Except with respect to Milestone Event 6For clarity, there shall be only three Products for the purpose of the payment provisions under this Agreement, and all products comprising Margetuximab shall be deemed a single Product, all Products comprising MGD013 shall be deemed a single Product and all products comprising [***] each Trident shall also be deemed a single Product. Each milestone payment by Takeda to AMAG hereunder shall be payable only onceonce under this Agreement for the applicable Product, regardless of the number of times achieved by the or, if applicable to Margetuximab Product. Each , MGD013 Product and [***] Trident Product, once for each such payment is nonrefundable and non-creditable against any other payments due hereunderProduct. 1. Upon the receipt of the first approval by the EMA of an MAA for the Product for an Indication in the Field: If such Indication is any Indication other than the ▇▇▇ Indication: $ 15,000,000 (i) [***] [***] (ii) [***] [***] THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iii) [***] [***] (iv) [***] (A)[***] [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.]

Development Milestone Payments. Takeda Braeburn shall make milestone payments to AMAG based on pay the following one-time, non-refundable, non-creditable amounts upon the achievement of certain milestone events for the Product as set forth in this Section 8.2, in partial consideration for the prior and future cost of developing the Product. Takeda shall pay to AMAG the amounts set forth below within following CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***] ]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. events, within 30 days after receipt by Takeda of AMAG’s invoice following the achievement of the corresponding milestone event. Except with respect to Milestone Event 6, [***] each milestone payment by Takeda to AMAG hereunder shall be payable only once, regardless of the number of times achieved by the Product. Each such payment is nonrefundable event and non-creditable against any other payments due hereunder. 1. Upon the upon receipt of the first approval by the EMA of an MAA for the Product for an Indication in the Fieldinvoice from Camurus: If such Indication is any Indication other than the ▇▇▇ Indication: $ 15,000,000 [***] [***] [***] [***] [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED[***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Each milestone event under this Section 5.3 shall be paid only once with respect to the first time such milestone is achieved by or with respect to a Single Ingredient Product or Combination Product for the referenced indication, no matter how many times such milestone event is achieved by or with respect to a Single Ingredient Product or Combination Product for the referenced indication. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDIn no event shall development and approval milestone payments be payable in excess of US$63,000,000.