Common use of Development Milestones Clause in Contracts

Development Milestones. On a Research Program-by-Research Program basis, ▇▇▇▇▇▇▇ will make one-time, non-refundable, non-creditable milestone payments (each, a “Development Milestone Payment”) to Morphic upon the first achievement by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees of each of the development milestone events (each, a “Development Milestone Event”) set forth in TABLE 8.5 (Development Milestones) below for the first Product that is the subject of each Research Program to achieve the applicable Development Milestone Event. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only once per Research Program upon the first achievement of the applicable Development Milestone Event by a Product that is the subject of such Research Program. No additional Development Milestone Payments will be made for any subsequent achievement of such Development Milestone Event by any other Product that is the subject of the same Research Program. If one or more Development Milestone Events are skipped for Products that are the subject of a particular Research Program, then such skipped Development Milestone Events will be payable upon the first achievement of the subsequent Development Milestone Event by a Product that is the subject of the same Research Program, except that a Development Milestone Event that is specific to one territory will not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory (e.g., receipt of Regulatory Approval of a Product in a Major European Country will not be deemed to trigger a Development Milestone Payment for receipt of Regulatory Approval of such Product in the United States if such Regulatory Approval of such Product has not yet occurred in the United States). ▇▇▇▇▇▇▇ will notify Morphic in writing of the achievement of a Development Milestone Event by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees no later than [***] after ▇▇▇▇▇▇▇ becomes aware of the achievement thereof. Thereafter, Morphic will provide ▇▇▇▇▇▇▇ with an invoice for the corresponding Development Milestone Payment, and ▇▇▇▇▇▇▇ will pay to Morphic such Development Milestone Payment within [***] after its receipt of an invoice for such Development Milestone Payment in accordance with Section 8.11 (Invoicing and Payment). If ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees achieve all Development Milestone Events with respect to Products that are the subject of a particular Research Program (regardless of the number of times such events occur or the number of Products that trigger such event), then the maximum amount payable by ▇▇▇▇▇▇▇ with respect to a particular Research Program under this Section 8.5 (Development Milestones) is [***] . [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Development Milestones. On a Research Program-by-Research Program basis, ▇▇▇▇▇▇▇ Metsera will make one-time, non-refundable, non-creditable time milestone payments (each, a “Development Milestone Payment”) to Morphic D&D upon the first achievement by ▇▇▇▇▇▇▇ Metsera or its Affiliates Affiliates, Sublicensees or Sublicensees Subcontractors of each of the development milestone events (each, a “Development Milestone Event”) set forth in TABLE 8.5 (Development Milestones) below for the first Product that is the subject of each Research Program to achieve the applicable Development Milestone EventTable 6.2.1 below. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only once per Research Program upon the first achievement of the applicable Development Milestone Event by Event, provided that in the event the Parties proceed with Development of more than one Licensed Product, a Development Milestone Payment will be payable on the first achievement of each of Development Milestone Events 3, 4 and 5 for each Licensed Product that is other than the subject of such Research Programfirst Licensed Product. No additional Development Milestone Payments will be made for any subsequent achievement of such Development Milestone Event by any other Product that is the subject of the same Research ProgramEvent. If one or more Development Milestone Events are skipped for Products that are the subject of a particular Research Program, then such skipped Development Milestone Events will be payable upon the first achievement of the subsequent Development Milestone Event by a Product that is the subject of the same Research Program, except that a Development Milestone Event that is specific to one territory will not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory (e.g., receipt of Regulatory Approval of a Product in a Major European Country will not be deemed to trigger a Development Milestone Payment for receipt of Regulatory Approval of such Product in the United States if such Regulatory Approval of such Product has not yet occurred in the United States). ▇▇▇▇▇▇▇ Metsera will notify Morphic D&D in writing of the achievement of a Development Milestone Event by ▇▇▇▇▇▇▇ Metsera or its Affiliates Affiliates, Sublicensees or Sublicensees Subcontractors no later than [***] after ▇▇▇▇▇▇▇ Metsera becomes aware of the achievement thereof. Thereafter, Morphic D&D will provide ▇▇▇▇▇▇▇ Metsera with an invoice for the corresponding Development Milestone Payment, and ▇▇▇▇▇▇▇ Metsera will pay to Morphic D&D such Development Milestone Payment within no later than [***] after its receipt of an invoice for such Development Milestone Payment. Except as between the Development Milestone Events 4 and 5 relating to Regulatory Approval of Licensed Products, each Development Milestone Event for the first Licensed Product only is intended to be successive (e.g. either in the order of Milestone Events 1, 2, 3 and 4 or Milestone Events 1, 2, 3 and 5). If any such Development Milestone Event does not occur with respect to the first Licensed Product, then such skipped milestone event will be deemed to have been achieved upon the achievement of the next successive milestone event with respect to such Licensed Product. Payment for any such skipped milestone that is owed in accordance with Section 8.11 (Invoicing and Payment). If ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees achieve all Development Milestone Events with respect to Products that are the subject provisions of a particular Research Program (regardless of the number of times such events occur or the number of Products that trigger such event), then the maximum amount payable by ▇▇▇▇▇▇▇ with respect to a particular Research Program under this Section 8.5 6.2.1 (Development Milestones) is [***] ). [***] [***] [***] [***] [***] [***] [***] [***] [***] [***].

Development Milestones. On a Research Program-by-Research Program basis, ▇▇▇▇▇▇▇ Metsera will make one-time, non-refundable, non-creditable time milestone payments (each, a “Development Milestone Payment”) to Morphic D&D upon the first achievement by ▇▇▇▇▇▇▇ Metsera or its Affiliates Affiliates, Sublicensees or Sublicensees Subcontractors of each of the development milestone events (each, a “Development Milestone Event”) set forth in TABLE 8.5 (Development Milestones) Table 6.2.1 below for the first relevant Licensed Product that is the subject of each Research Program to achieve the applicable Development Milestone EventEvent in the applicable Field. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only once per Research Program upon the first achievement of the applicable Development Milestone Event, provided that (a) a Development Milestone Payment will be payable on the first achievement of the applicable Development Milestone Event by for each Metsera GLP-1 Platform Licensed Product or Metsera Amylin Platform Licensed Product, (b) a Development Milestone Payment will be payable on the first achievement of the applicable Development Milestone Event for each of the first DD02S Licensed Product, the first DD03 Licensed Product, the first D&D GLP-1 Platform Licensed Product that is and the subject first D&D Amylin Platform Licensed Product, and (c) a Development Milestone Payment will be payable on the first achievement of such Research Programeach of Development Milestone Events 3, 4 and 5 for each subsequent DD02S Licensed Product, DD03 Licensed Product, D&D GLP-1 Platform Licensed Product and D&D Amylin Platform Licensed Product. No additional Development Milestone Payments will be made for any subsequent achievement of such Development Milestone Event by any other Product that is the subject of the same Research ProgramEvent. If one or more Development Milestone Events are skipped for Products that are the subject of a particular Research Program, then such skipped Development Milestone Events will be payable upon the first achievement of the subsequent Development Milestone Event by a Product that is the subject of the same Research Program, except that a Development Milestone Event that is specific to one territory will not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory (e.g., receipt of Regulatory Approval of a Product in a Major European Country will not be deemed to trigger a Development Milestone Payment for receipt of Regulatory Approval of such Product in the United States if such Regulatory Approval of such Product has not yet occurred in the United States). ▇▇▇▇▇▇▇ Metsera will notify Morphic D&D in writing of the achievement of a Development Milestone Event by ▇▇▇▇▇▇▇ Metsera or its Affiliates Affiliates, Sublicensees or Sublicensees Subcontractors no later than [***] after ▇▇▇▇▇▇▇ Metsera becomes aware of the achievement thereof. Thereafter, Morphic D&D will provide ▇▇▇▇▇▇▇ Metsera with an invoice for the corresponding Development Milestone Payment, and ▇▇▇▇▇▇▇ Metsera will pay to Morphic D&D such Development Milestone Payment within no later than [***] after its receipt of an invoice for such Development Milestone Payment Payment. Except as between the Development Milestone Events 4 and 5 relating to Regulatory Approval of Licensed Products, each Development Milestone Event is intended to be successive (e.g. with respect to (a) or (b) above, in accordance the order of Milestone Events 1, 2, 3 and 4 or Milestone Events 1, 2, 3 and 5, and with Section 8.11 respect to (Invoicing c) above, in the order of Milestone Events 3 and Payment4 or Milestone Event 3 and 5). If ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees achieve all any such Development Milestone Events with respect to Products that are the subject of a particular Research Program (regardless of the number of times such events Event does not occur or the number of Products that trigger such event), then the maximum amount payable by ▇▇▇▇▇▇▇ with respect to a particular Research Program under Licensed Product, then such skipped milestone event will be deemed to have been achieved upon the achievement of the next successive milestone event with respect to a Licensed Product. Payment for any such skipped milestone that is owed in accordance with the provisions of this Section 8.5 6.2.1 (Development Milestones) is [***] ). [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Development Milestones. On a Research ProgramCollaboration Target-by-Research Program Collaboration Target basis, ▇▇▇▇▇▇▇ Biogen will make one-time, non-refundable, non-creditable time milestone payments (each, a “Development Milestone Payment”) to Morphic C4 upon the first achievement by ▇▇▇▇▇▇▇ Biogen or its Affiliates or Sublicensees of each of the development milestone events (each, a “Development Milestone Event”) (a) set forth in TABLE 8.5 (Development Milestones7.5.1(a) below for the first Product directed to each Initial Term Target that is Covered by a Valid Claim of a C4 Licensed Patent Right (at the subject time of such achievement) to achieve the applicable Development Milestone Event, and (b) set forth in TABLE 7.5.1(b) below for the first Product directed to each Research Program Extended Term Target that is Covered by a Valid Claim of a C4 Licensed Patent Right (at the time of such achievement) to achieve the applicable Development Milestone Event. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only once per Research Program Collaboration Target upon the first achievement of the applicable Development Milestone Event by a Product that is the subject of directed to such Research ProgramCollaboration Target. No additional Development Milestone Payments will be made for any subsequent achievement of such Development Milestone Event by any other Product that is the subject of directed to the same Research ProgramCollaboration Target. If one or more Development Milestone Events are skipped for Products that are the subject of a Product directed to a particular Research ProgramCollaboration Target, then such skipped Development Milestone Events will be payable upon the first achievement by a Product that is Covered by a Valid Claim of a C4 Licensed Patent Right (at the time of such achievement) directed to the same Collaboration Target of the subsequent Development Milestone Event by a Product that is the subject of the same Research ProgramEvent, except that a Development Milestone Event that is specific to in one territory will not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory (e.g., receipt of Regulatory Approval of a Product in a Major European Country will not be deemed to trigger a Development Milestone Payment for receipt of Regulatory Approval of such Product in the United States if such Regulatory Approval of such Product has not yet occurred in the United States[***]). ▇▇▇▇▇▇▇ Biogen will notify Morphic C4 in writing of the achievement of a Development Milestone Event by ▇▇▇▇▇▇▇ Biogen or its Affiliates or Sublicensees no later than [***] after ▇▇▇▇▇▇▇ Biogen becomes aware of the achievement thereof. Thereafter, Morphic C4 will provide ▇▇▇▇▇▇▇ Biogen with an invoice for the corresponding Development Milestone Payment, and ▇▇▇▇▇▇▇ Biogen will pay to Morphic C4 such Development Milestone Payment within no later than [***] after its receipt of an invoice for such Development Milestone Payment in accordance with Section 8.11 (Invoicing and Payment). If ▇▇▇▇▇▇▇ Biogen or its Affiliates or Sublicensees achieve all Development Milestone Events with respect to Products that are the subject of directed to a particular Research Program Collaboration Target (regardless of the number of times such events occur or the number of Products that trigger such event), then (a) the maximum amount payable by ▇▇▇▇▇▇▇ Biogen with respect to a particular Research Program Initial Term Target under this Section 8.5 7.5.1 (Development Milestones) is $[***] ], and (b) the maximum amount payable by Biogen with respect to a particular Extended Term Target under this Section 7.5.1 (Development Milestones) is $[***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]

Development Milestones. On In partial consideration of the rights granted by ACI to Takeda hereunder and subject to the terms and conditions of this Agreement, Takeda shall pay to ACI a Research Program-by-Research Program basis, ▇▇▇▇▇▇▇ will make one-time, non-refundable, non-creditable (subject to Section ‎8.6 and Section ‎14.15) milestone payments payment (each, a “Development Milestone Payment”) to Morphic upon following the first achievement by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees of each of the development corresponding milestone events event (each, a “Development Milestone Event”) set forth in TABLE 8.5 with respect to a Licensed Product (Development Milestonesa) below for the first Product that is the subject by or on behalf of each Research Program ACI or its Affiliates (with respect to achieve the applicable Development Milestone EventEvent Nos. 1 and 2) or (b) by or on behalf of Takeda or its Affiliates or its or their Sublicensees (with respect to Development Milestone Event Nos. 3, 4, 5, 6 and 7), calculated as follows: ‌ ​ ‌ ​ ​ [***] ​ For the avoidance of doubtclarity, each Development Milestone Event No. 2 shall not apply, and Development Milestone Payment hereunder will No. 2 shall not be due, if the Option Effective Date occurs and Takeda assumes control of the Phase 1b/2 Trial in accordance with Section ‎7.2.2 prior to achievement of Development Milestone Event No. 2. Each Development Milestone Payment in this Section ‎8.3 shall be payable only once per Research Program upon the first achievement of the applicable corresponding Development Milestone Event by a Product that is the subject of such Research Program. No additional Development Milestone Payments will and no amounts shall be made due for any subsequent achievement or repeated achievements of such Development Milestone Event by any other Product that is the subject of Event, whether for the same Research Programor a different Licensed Product. If one or more Development Milestone Events are skipped for Products that are the subject of a particular Research ProgramEvent No. 4 is achieved and Development Milestone Event No. 3 has not been previously paid to ACI, then such skipped Development Milestone Events will be payable upon the first achievement of the subsequent unpaid Development Milestone Event by a Product that is No. 3 will be deemed achieved and the subject of the same Research Program, except that a corresponding Development Milestone Payment shall be payable in addition to and concurrently with Development Milestone Event that is specific to one territory will not be deemed to be skipped solely because a subsequent No. 4. If Development Milestone Event was No. 5, Development Milestone Event No. 6 or Development Milestone Event No. 7 is achieved in a different territory (e.g.and Development Milestone Event No. 3 or Development Milestone Event No. 4 has not been previously paid to ACI, receipt of Regulatory Approval of a Product in a Major European Country then such unpaid Development Milestone Event No. 3 or Development Milestone Event No. 4, as applicable, will not be deemed to trigger a achieved and the corresponding Development Milestone Payment for receipt of Regulatory Approval of such Product shall be payable in the United States if such Regulatory Approval of such Product has not yet occurred in the United States). ▇▇▇▇▇▇▇ will notify Morphic in writing of the achievement of a addition to and concurrently with Development Milestone Event by ▇▇▇▇▇▇▇ No. 5, Development Milestone Event No. 6 or its Affiliates or Sublicensees no later than Development Milestone Event No. 7, as applicable. The maximum aggregate [***] for the full amount of the corresponding Development Milestone Payment, which amount shall be payable [***] after ▇▇▇▇▇▇▇ becomes aware of the achievement thereof. Thereafter, Morphic will provide ▇▇▇▇▇▇▇ with an invoice for the corresponding Development Milestone Payment, and ▇▇▇▇▇▇▇ will pay to Morphic such Development Milestone Payment within [***] after its receipt of an invoice for such Development Milestone Payment in accordance with Section 8.11 (Invoicing and Payment). If ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees achieve all Development Milestone Events with respect to Products that are the subject by Takeda of a particular Research Program (regardless of the number of times such events occur or the number of Products that trigger such event), then the maximum amount payable by ▇▇▇▇▇▇▇ with respect to a particular Research Program under this Section 8.5 (Development Milestones) is [***] . [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]valid invoice.

Development Milestones. On a Research Program-by-Research Program basisFrom and after the Effective Date and until expiration of the Royalty Term, ▇▇▇▇▇▇▇ Acceleron will make one-time, non-refundable, non-creditable milestone payments pay Fulcrum the amounts set forth in the table below (each, a “Development Milestone Payment”) to Morphic upon within [**] following the first achievement by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees occurrence of each of the development milestone events event described below (each, a “Development Milestone EventMilestone”) set forth in TABLE 8.5 with regard to (Development Milestonesx) below for the first Product that is the subject of each Research Program to achieve such Development Milestone, and (y) the applicable second Product to achieve such Development Milestone EventMilestone. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only paid no more than once per Research Program upon (if at all), and in no event will the first achievement of the applicable Development Milestone Event by a Product that is the subject of such Research Program. No additional aggregate Development Milestone Payments will be made for any subsequent achievement of such Development Milestone Event payable by any other Product that is the subject of the same Research Program. If one or more Development Milestone Events are skipped for Products that are the subject of a particular Research Program, then such skipped Development Milestone Events will be payable upon the first achievement of the subsequent Development Milestone Event by a Product that is the subject of the same Research Program, except that a Development Milestone Event that is specific to one territory will not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory Acceleron exceed Two Hundred Two Million Five Hundred Thousand Dollars (e.g., receipt of Regulatory Approval of a Product in a Major European Country will not be deemed to trigger a Development Milestone Payment for receipt of Regulatory Approval of such Product in the United States if such Regulatory Approval of such Product has not yet occurred in the United States$202,500,000). ▇▇▇▇▇▇▇ will notify Morphic in writing For the avoidance of the achievement of a Development Milestone Event by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees no later than [***] after ▇▇▇▇▇▇▇ becomes aware of the achievement thereof. Thereafterdoubt, Morphic will provide ▇▇▇▇▇▇▇ with an invoice for the corresponding Development Milestone Payment, and ▇▇▇▇▇▇▇ will pay to Morphic such Development Milestone Payment within [***] after its receipt of an invoice for such each Development Milestone Payment in accordance with Section 8.11 (Invoicing and Payment). If ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees each column in the table below will be payable by Acceleron once for the first Product to achieve all such Development Milestone Events with respect to Products that are the subject of a particular Research Program (Milestone, regardless of the number of times Products previously developed, or in development, by Acceleron as of the date of achievement of such events occur Development Milestone. By way of example, in the event that a given Product first achieves Development Milestone [**] and the development of such Product is thereafter stalled or discontinued, the number of Products that trigger such event), then the maximum amount First Product Development Milestone Payment with respect to Development Milestone [**] shall be payable by ▇▇▇▇▇▇▇ Acceleron upon first achievement of Development Milestone [**] by any subsequent Product. (a) The Development Milestones set forth in each column below, together with Research Milestone [**], are intended to be successive within such column, and if a Product is not required to undergo the event associated with any such Development Milestone or Research Milestone [**] or if Acceleron acquires rights to such Product from a Third Party, including by license or acquisition, which rights are acquired with respect to a particular Product that is at any stage of development after Research Program under this Section 8.5 (Development Milestones) is Milestone [***] . ], such skipped milestone will be deemed to have been achieved upon the achievement by such Product of the next successive Development Milestone; provided that, with respect to Development Milestones [***] (the “Approval Milestones”), (i) none of the Approval Milestones will be deemed to have been achieved upon the achievement of any other Approval Milestone, and (ii) the achievement of any of the Approval Milestones will result in the deemed achievement of Development Milestone [***] (if not previously achieved). Payment for any such skipped Development Milestones or Research Milestone [***] [***] [***] [***] [***] [***] [***] [***]that is owed in accordance with the provisions of this Section 6.2.2(a) with respect to a given Product will be due concurrently with the payment for the next successive Development Milestone by such Product.

Development Milestones. On From and after the Effective Date, on a Research ProgramLicensed Compound-by-Research Program Licensed Compound basis, ▇▇▇▇▇▇▇ Inmagene will make one-time, non-refundable, non-creditable milestone payments pay Hutchison the amounts set forth below (each, a “Development Milestone Payment”) to Morphic upon no later than [***] ([***]) [***] after the first achievement by ▇▇▇▇▇▇▇ Inmagene or its Affiliates or Sublicensees of each of the development milestone events set forth below (each, a “Development Milestone Event”) set forth in TABLE 8.5 (Development Milestones) below for the first Licensed Product that contains such Licensed Compound. The Development Milestone Events set forth below are intended to be successive with respect to a Licensed Product containing a given Licensed Compound for a given Indication in a given country or jurisdiction (i.e., the US, EU or Mainland China) for the first time, and if a Licensed Product is not required to undergo the subject of each Research Program to achieve the applicable event associated with any such Development Milestone Event, such skipped milestone will be deemed to have been achieved upon the achievement by such Licensed Product of the next successive Development Milestone Event for the same Indication in the same country or jurisdiction. Payment for any such skipped Development Milestone Events that is owed in accordance with the provisions of this Section 8.2.1 with respect to a given Licensed Product will be due concurrently with the payment for the next successive Development Milestone Event by such Licensed Product for the same Indication in the same country or jurisdiction. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only once per Research Program for each of the four (4) Licensed Compounds upon the first achievement of the applicable Development Milestone Event by for a Licensed Product that is contains such Licensed Compound and the subject of such Research Program. No additional Development Milestone Payments maximum amount payable by Inmagene under this Section 8.2.1 for any Licensed Compound will be made for any subsequent achievement of such Ninety Two Million Five Hundred Thousand Dollars ($92,500,000) if each Development Milestone Event in this Section 8.2.1 is achieved by any other Product that is the subject of the same Research Program. If one or more Development Milestone Events are skipped for Licensed Products that are the subject of a particular Research Program, then include such skipped Development Milestone Events will be payable upon the first achievement of the subsequent Licensed Compound. Table 8.2.1 - Development Milestone Event by a Product that is the subject of the same Research Program, except that a Development Milestone Event that is specific to one territory will not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory (e.g., receipt of Regulatory Approval of a Product in a Major European Country will not be deemed to trigger a Per Licensed Compound Development Milestone Payment for receipt of Regulatory Approval of such Product in the United States if such Regulatory Approval of such Product has not yet occurred in the United States). ▇▇▇▇▇▇▇ will notify Morphic in writing of the achievement of a Development Milestone Event by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees no later than Per Licensed Compound [***] after ▇▇▇▇▇▇▇ becomes aware of the achievement thereof. Thereafter, Morphic will provide ▇▇▇▇▇▇▇ with an invoice for the corresponding Development Milestone Payment, and ▇▇▇▇▇▇▇ will pay to Morphic such Development Milestone Payment within [***] after its receipt of an invoice for such Development Milestone Payment in accordance with Section 8.11 (Invoicing and Payment). If ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees achieve all Development Milestone Events with respect to Products that are the subject of a particular Research Program (regardless of the number of times such events occur or the number of Products that trigger such event), then the maximum amount payable by ▇▇▇▇▇▇▇ with respect to a particular Research Program under this Section 8.5 (Development Milestones) is [***] . $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***] [***] $[***]

Development Milestones. On a Research ProgramTarget-by-Research Program Target basis, ▇▇▇▇▇▇▇ will ALEXION shall make one-time, time non-refundable, non-creditable refundable milestone payments (each, a “Development Milestone Payment”) to Morphic DICERNA upon the first achievement by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees occurrence of each of the development milestone milestones events set forth below in this Section 7.3.2 (each, a “Development Milestone Event”) set forth in TABLE 8.5 (Development Milestones) below for the first Product that is the subject of each Research Program directed to such Target to achieve the applicable such Development Milestone Event. For the avoidance of doubt, each Development Milestone Payment hereunder will shall be payable only once per Research Program Target upon the first achievement of the applicable Development Milestone Event by a Product that is the subject of directed to such Research ProgramTarget. No additional Development Milestone Payments will shall be made for any subsequent achievement of such Development Milestone Event by any other subsequent Product that is the subject of for the same Research ProgramTarget. If In the event that one (1) or more Development Milestone Events are skipped for Products that are the subject of a particular Research ProgramProduct, then such skipped Development Milestone Events will shall be payable upon the first achievement of the subsequent Development Milestone Event by a Product that is the subject of the same Research ProgramEvent, except that a Development Milestone Event that is specific to in one (1) territory will shall not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory (e.g., receipt of Regulatory Approval of a Product First Commercial Sale in a Major European Country will Japan shall not be deemed to trigger a Development Milestone Payment for receipt of Regulatory Approval of such Product a First Commercial Sale in the United States or a Major European Market if such Regulatory Approval of such Product First Commercial Sale has not yet occurred in the United StatesStates or a Major European Market). ▇▇▇▇▇▇▇ will notify Morphic in writing ALEXION shall, within [***] days after ALEXION becomes aware of the achievement of a Development Milestone Event, notify DICERNA in writing that such Development Milestone Event by ▇▇▇▇▇▇▇ or its Affiliates or Sublicensees no later than [***] after ▇▇▇▇▇▇▇ becomes aware of the achievement thereof. Thereafterhas occurred, Morphic will and DICERNA shall provide ▇▇▇▇▇▇▇ ALEXION with an invoice for Invoice related to the corresponding respective Development Milestone Payment, and ▇▇▇▇▇▇▇ will pay to Morphic such . Each of the Development Milestone Payment Payments shall be payable to DICERNA by ALEXION within [***] after its days of the receipt of an invoice for such Development Milestone Payment in accordance with Section 8.11 (Invoicing and Payment). If ▇▇▇▇▇▇▇ corresponding Invoice, regardless of whether achieved by or on behalf of ALEXION or its Affiliates or Sublicensees achieve Sublicensees. The maximum amount payable by ALEXION with respect to a given Target under this Section 7.3.2 if all Development Milestone Events with respect to Products that are the subject of a particular Research Program occur (regardless of the number of times such events they occur or the number of Products that trigger such event), then the maximum amount payable by ▇▇▇▇▇▇▇ with respect to a particular Research Program under this Section 8.5 (Development Milestonesthem) is [***] One Hundred Five Million Dollars ($105,000,000). [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]