Common use of Development Milestones Clause in Contracts

Development Milestones. Subject to the terms and conditions of this Agreement, no later than [**] following the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.

Development Milestones. Subject to (a) As consideration for the terms and conditions of this AgreementLicense, no later than [***] Licensee will pay Penn each of the following milestone payments (each, a “Development Milestone Payment”) upon the first occurrence first, second and third achievement of each event described below the corresponding milestone by any Licensed Product (assessed on a milestone-by-milestone basis) irrespective of the Licensed Product for which such milestone has been achieved (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma whether achieved by Licensee or an Affiliate or Sublicensee. For the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (eachavoidance of doubt, a “no Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (shall be due upon the fourth, fifth or any subsequent achievement of any of the below milestones in US$ millions) [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna this Section 4.3.2(a). Licensee shall provide written notice to Carisma promptly notify Penn in writing of the achievement of any such Development Milestone and Licensee shall pay Penn in full the corresponding Development Milestone Payment within forty-five (45) days of such achievement. For clarity, each Development Milestone within Payment is non-refundable, is not an advance against Royalties due to Penn or any other amounts due to Penn. For further clarity, the maximum cumulative amount of Development Milestone Payments potentially payable under this Agreement is [***]. Initiation of Phase 1 Study (as defined by the enrollment of the 3rd patient) [ ***] after such achievement. If [ ***] Initiation of Phase 2 or Phase 1/2 Study (as defined by the enrollment of the 5th patient) [ ***] [ ***] Initiation of Phase 3 or Phase 2/3 Study (as defined by the enrollment of the 5th patient) [ ***] [ ***] Approval of first BLA [ ***] [ ***] Approval of second BLA [ ***] [ ***] Approval of third BLA [ ***] [ ***] (b) Each time a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such any Licensed Product, then the any other Development Milestone Payment Payments with respect to earlier Development Milestones for such preceding Development Milestone(s) shall the same Licensed Product that have not yet been paid will be paid by Moderna to Carisma due and payable together with ​ ​ the Development Milestone Payment for the Development Milestone that was is achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.

Development Milestones. Subject Upon the first achievement by Day One, its Affiliate or Sublicensee of a development or commercial milestone event set forth in the table below (each a “Development/Commercial Milestone Event”), Day One shall make the corresponding one-time, non-refundable, non-creditable payment (each a “Development/Commercial Milestone Payment”) to the terms and conditions of this Agreement, no later than MabCare in accordance with Section 6.6.1. 1 [*] [*] following 2 [*] [*] 3 [*] [*] Execution Version 4 [*] [*] 5 [*] [*] 6 [*] [*] 7 [*] [*] 8 [*] [*] 9 [*] [*] 10 [*] [*] 11 [*] [*] 12 [*] [*] 13 [*] [*] 14 [*] [*] 15 [*] [*] 16 [*] [*] 17 [*] [*] [*] If, upon achievement (or deemed achievement) of a Development/Commercial Milestone Event as set forth in the first occurrence second column of each event described the table below (each, a an “Development MilestoneAchieved Development/Commercial Milestone Event”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts corresponding Skipped Development/Commercial Milestone Event as set forth in the first column in table below for has not yet been achieved, become due or been paid, then such Skipped Development/Commercial Milestone Event shall be deemed achieved and the Development/Commercial Milestone Payment corresponding to such Skipped Development/Commercial Milestone Event shall become due and payable concurrently with the Development/Commercial Milestone Payment corresponding to the applicable Achieved Development/Commercial Milestone. In addition, the Parties agree that, the Day One Development Plan [*]. If Day One amends the Day One Development Plan to conduct, or if its Affiliate or Sublicensee conducts a Clinical Trial, in each Product to achieve such event case, that is not a [*] (each, as applicable, a “Development Milestone PaymentSubstitution Clinical Trial”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna Development/Commercial Milestone Event [*]. For clarity, a [*] shall not be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.considered a Substitution Clinical Trial. Execution Version

Development Milestones. Subject to (a) Curis will make each of the terms and conditions of this Agreementfollowing one-time, no later than [**] following the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and refundable, non-creditable amounts set forth below for milestone payments (each Product to achieve such event (each, a “Development Milestone Payment”): ​ ) to ImmuNext following the first occurrence of the corresponding milestone event (each a “Development MilestoneDevelopment Milestone Payment (in US$ millionsEvent”) by or on behalf of Curis, any of its Affiliates or any of their respective Sublicensees with respect to a Product during the License Period: [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice ] (b) For the avoidance of doubt, each Development Milestone Payment will be payable to Carisma ImmuNext no more than one (1) time. (c) If any of Development Milestone Events 3 through 8 is achieved and Development Milestone Event 1 or 2 was skipped, then the skipped Developmental Milestone Event(s) will be deemed to have been achieved upon the achievement of each the first achievement of any of Development Milestone Events 3 through 8. Further, If Development Milestone Event 4 is achieved and Development Milestone Event 3 was skipped, then Development Milestone Event 3 will be deemed to have been achieved upon the achievement of Development Milestone Event 4. (d) Curis shall notify ImmuNext within [**] after the first occurrence of each such achievement. If a Development Milestone for a Product is achieved without Event and shall pay to ImmuNext the preceding Development Milestone(s) having been achieved for such Product, then the corresponding Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the within [**] after the occurrence of such Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued ProductEvent.

Development Milestones. Subject Buyer shall pay by wire transfer of immediately available funds to an account or accounts designated in advance by Seller (which payments shall not be creditable against any other obligations of Buyer hereunder) the terms and conditions one-time, non-refundable payment (each such payment, a “Development Milestone Payment”) for each of the milestone events set forth in this Agreement, no later than [**] following Section 3.2(a) upon the first occurrence achievement of each event described below the applicable milestone (each, a “Development Milestone”), whether the Development Milestone is achieved by Buyer or any other Milestone Party, or any Third Party acting on Product-by-Product basis Moderna shall pay Carisma behalf of Buyer or the non-refundable and non-creditable amounts Milestone Parties. The Development Milestone Payments are set forth below for each Product to achieve such event below: (each, a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millionsi) Upon achievement of [**] *]; (ii) Upon achievement of [**] *]; (iii) Upon achievement of [**] *]; (iv) Upon achievement of [**] *]; (v) Upon achievement of [**] *]; (vi) Upon achievement of [**] *]; (vii) Upon achievement of [**] *]; and (viii) Upon achievement of [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna ]. Buyer shall provide Seller with written notice to Carisma of the achievement of each Development Milestone within [***] after such achievementthe achievement of the corresponding Development Milestone and the corresponding Development Milestone Payment shall be made by Buyer to Seller within [***] after the achievement of the corresponding Development Milestone. If [***] For clarity, (x) the Development Milestones set forth in subclauses (ii), (iv), (vi) and (viii)] for [***] and (y) if a Development Milestone Payment set forth in this Section 3.2(a) for a Product is achieved without the preceding becomes due before an earlier listed Development Milestone(s) having been achieved Milestone Payment for such Product, then the earlier listed Development Milestone Payment for such preceding shall become payable upon the achievement of the later listed Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Milestone. The maximum aggregate Development Milestone Payment for the Development Milestone that was achieved. For examplePayments owed to Seller, if the all possible Development Milestones are achieved, is [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.]

Development Milestones. Subject to the terms and conditions remainder of this AgreementSection 9.4, no later than [**] following Pfizer shall pay to Sangamo the non-refundable, non-creditable payments set forth in the table below upon the first occurrence of each the applicable event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth listed below for each Product [*] Products (whether SB- 525 or other Product) to achieve such event (each, a “Development whether by Sangamo or its Affiliates for Milestone Payment”Event #1 for SB-525 or by Pfizer and its respective Affiliates or Sublicensees for all other Milestone Events): ​ Development MilestoneDevelopment Milestone Event Milestone Payment (in US$ millions) for SB-525 Milestone Payment for Products other than SB-525 [**] [**] [*] (i) For milestone #7, “[*]” means that, at the time in question, the applicable Product [*]; such milestone shall be paid [*]. For clarity, [*] the applicable Product [**] For example, [**] ]. (ii) The clinical Milestone Events set forth above (i.e., Milestone Events #[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna ]) shall provide written notice to Carisma of be deemed achieved and the corresponding Milestone Payments payable, if not already achieved and paid, upon the achievement of each Development any Milestone within Event with a higher number. Milestone Events for [*] (i.e., Milestone Events #[*] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s]) shall be paid by Moderna to Carisma together with ​ ​ deemed achieved and the Development Milestone Payment for the Development Milestone that was achieved. For examplecorresponding milestone payments payable, if not already achieved and paid, upon the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [*] in the corresponding country or territory (i.e., milestone event #[*], as applicable). Without limiting the foregoing, the Milestone Event #[*] Development Milestone. shall be paid no later than the due date for the Milestone Event #[*]. (iii) Each of the Development Milestone Payments #[*] set forth above shall be payable one time only per Producteither (A) [*] or (B) [*], except that Milestone Payment #[*], and Milestone Payment #[*]. If Moderna or its Affiliates or Sublicensees Develops the [*], and if [*] achieves a Milestone Event that [*] and for which [*], then [*] on account of the achievement of such Milestone Event [*]. (iv) The maximum amount payable under this Section 9.4 is (A) for SB-525, two hundred ninety five million Dollars ($295,000,000), (B) for a Product that has achieved at least which is not SB-525, one Development Milestone hundred seventy-five million Dollars ($175,000,000) ([*] if [*]) and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration TargetsC) for all Products, four hundred seventy million Dollars ($470,000,000), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.

Development Milestones. Subject In consideration for the rights granted to the terms and conditions of Allogene under this Agreement, no later than Allogene shall make the following non-refundable, non-creditable milestone payments to Notch within [***] following days from Allogene’s receipt of Notch’s invoice after ▇▇▇▇▇’s achievement of the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma Success Criteria for the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) applicable milestone: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] . Each of the milestone payments set forth in the table above shall be payable only once per Exclusive Target, the first time the Success Criteria for the applicable Development Milestone for such Exclusive Target is achieved by Notch, and irrespective of the number of times a Development Milestone is achieved with respect to an Exclusive Target. If any Development Milestone is achieved for an Initial Target which is subsequently replaced by a Substitute Target, then such achieved Development Milestone shall not be paid for such Substitute Target; however, Allogene shall pay for any Development Milestones achieved by Notch for such Substitute Target that were not paid for such Initial Target. The aggregate amount payable by Allogene for all Development Milestones achieved by Notch with respect to an Exclusive Target (including an Initial Target and its Substitute Target, collectively) [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma ]. The determination of the achievement of each any Development Milestone within shall be made pursuant to Section 3.4. Notwithstanding the foregoing, Allogene shall only be required to pay one set of Development Milestones relating to any Bi-Specific Product that meets a Development Milestone and that is Directed Against two (2) or more Exclusive Targets (each a “Bi-Specific Excluded Target”); provided that Allogene shall thereafter pay any additional Development Milestones that are achieved for any further Product that is Directed Against a Bi-Specific Excluded Target, subject to the limitations that each milestone payment be payable only once per Exclusive Target and that the aggregate amount payable by Allogene for all Development Milestones achieved by Notch with respect to an Exclusive Target (including an Initial Target and its Substitute Target, collectively) [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved*]. For example, if the [**] a Development Milestone [**] in the table above is first achieved by a Product Directed Against an Exclusive Target and then such Development Milestone is achieved for by a Bi-Specific Product but the [**] Development Milestone [**] in the table above had not been Directed Against such Exclusive Target and a second Exclusive Target as to which no Product has previously achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of , the Development Milestone Payments set forth above applicable milestone payment shall be become payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of based on such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved achievement by such discontinued Bi-Specific Product.

Development Milestones. Subject to From and after the terms Effective Date and conditions until expiration of this Agreementthe Royalty Term, no later than Acceleron will pay Fulcrum the amounts set forth in the table below (each, a “Development Milestone Payment”) within [**] following the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma ) with regard to (x) the non-refundable and non-creditable amounts set forth below for each first Product to achieve such event Development Milestone, and (eachy) the second Product to achieve such Development Milestone. For the avoidance of doubt, a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Payment will be paid no more than once (if at all), and in no event will the aggregate Development Milestone for a Product is achieved without Payments payable by Acceleron exceed Two Hundred Two Million Five Hundred Thousand Dollars ($202,500,000). For the preceding Development Milestone(s) having been achieved for such Productavoidance of doubt, then the each Development Milestone Payment for such preceding Development Milestone(s) shall in each column in the table below will be paid payable by Moderna to Carisma together with ​ ​ the Development Milestone Payment Acceleron once for the first Product to achieve such Development Milestone that was achievedMilestone, regardless of the number of Products previously developed, or in development, by Acceleron as of the date of achievement of such Development Milestone. For By way of example, if in the [**] event that a given Product first achieves Development Milestone [**] in and the table above development of such Product is achieved for a thereafter stalled or discontinued, the First Product but the [**] Development Milestone Payment with respect to Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the shall be payable by Acceleron upon first achievement of Development Milestone Payment for both such [**] 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 and or Research Milestone [**] Development 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 Product that is at any stage of development after Research 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 [**] Development Milestone. Each (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 Payments set forth above shall [**] (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 payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one due concurrently with the payment for the next successive Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.

Development Milestones. Products in the Non-Exclusive Field(s). Subject to Section 3.5, with respect to any Product upon receipt of an invoice by Pfizer in accordance with Section 3.9.3, Pfizer will pay Codex the terms and conditions of this Agreement, no later than amounts set forth below within [***] days following the first occurrence of each event described below (each, a the “Non-Exclusive Development MilestoneMilestones”)) for the first Product in each Non-Exclusive Field (i.e., on Productan Indication-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth below for each Product by- Indication basis) to achieve such event (each, a “Non-Exclusive Development Milestone. Pfizer shall provide Codex with notice of the occurrence of each Non-Exclusive Development Milestone Payment”): ​ within [***] of achievement. Non-Exclusive Development MilestoneDevelopment Milestone Development Milestone Payment (for Products in US$ millions) Non-Exclusive Field [***] [***] [***] [***] [***] [***] [***] [**] [**] [***] Each of the Development Milestone Payments payable pursuant to this Section 3.3.1 as set forth above will be payable one time only for each Non-Exclusive Field (regardless of the number of Products in such Non-Exclusive Field with respect to which the specified Non- Exclusive Development Milestone occurs). No Development Milestone Payments will be payable by Pfizer for any subsequent Product for each Non-Exclusive Field regardless of the number of Products Developed for each Non-Exclusive Field. Notwithstanding anything to the contrary in this Agreement, in the event [***] Product achieves the same Non-Exclusive Development Milestone for more than [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product], then the Development Milestone Payment for such preceding Development Milestone(s) shall be reduced by [***] for the [***] achievement of such Non-Exclusive Development Milestone by such Product and by [***] for the [***] achievement of such Non-Exclusive Development Milestone by such Product; provided that a Development Milestone Payment will not be paid for the achievement of a Non-Exclusive Development Milestone by Moderna the same Product after such Product has achieved such Non-Exclusive Development Milestone [***] (for clarity, [***]). For clarification, if one Product replaces another Product in Development for use in each Non-Exclusive Field, then such replacement Product will only be subject to Carisma together with ​ ​ Development Milestone Payments that have not previously been triggered by a Product in such Non-Exclusive Field. If the Non- Exclusive Development Milestones set forth in (ii) or (iii) of the table immediately above is achieved prior to the achievement of the Non-Exclusive Development Milestone set forth in (i), then Pfizer will pay the Development Milestone Payment for the Non-Exclusive Development Milestone that was achievedin (i) of the table immediately above together with the payment for the most recently achieved Non-Exclusive Development Milestone. For example, if In the [**] event the Non-Exclusive Development Milestone [**] in (iii) of the table immediately above is achieved for a Product but prior to the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Non-Exclusive Development Milestone. Each Milestone in (ii) of the table immediately above, the Non-Exclusive Development Milestone Payments set forth in (ii) of the table immediately above shall will not be due or payable. The maximum amount payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.Pfizer

Development Milestones. Subject to this Section 8.1.1(a) (Development Milestones), unless paid under the terms and conditions of this Original Agreement, no later than Neurocrine will make [***] following the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth below for each Product to achieve such event milestone payments (each, a “Development Milestone Payment”): ​ ) on a Licensed Product-by-Licensed Product basis to Takeda upon the first achievement by Neurocrine or its Affiliates or Sublicensees of each of the development 38 milestone events set forth in Table 8.1.1(a) (Development MilestoneDevelopment Milestones) below (each, a “Development Milestone Event”) for each Licensed Product to achieve the applicable Development Milestone Event. Neurocrine will notify Takeda in writing of the achievement of a Development Milestone Event by Neurocrine or its Affiliates or Sublicensees no later than [***] after the achievement thereof. Thereafter, Takeda will provide Neurocrine with an invoice for the corresponding Development Milestone Payment, and Neurocrine will pay to Takeda such Development Milestone Payment no later than [***] after its receipt of an invoice for such Development Milestone Payment. [***]. Table 8.1.1(a) – Development Milestones Development Milestone Event TAK-653 Product Milestone Payment Nonclinical Asset Milestone Payment (in US$ millions1) [***] [***] $[***] (2) [***] [***] $[***] (3) [***] $[***] $[***] (4) [***] $[***] $[***] For clarity, for a particular Licensed Product, Milestone #1 will be deemed achieved and payable, if not already achieved, upon achievement of any of Milestone #2 or Milestone #3 for such Licensed Product; Milestone #2 will be deemed achieved and payable, if not already achieved, upon achievement of Milestone #3 or Milestone #4 for such Licensed Product; and Milestone #3 will be deemed achieved and payable, if not already achieved, upon achievement of Milestone #4 for such Licensed Product. [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product].

Development Milestones. Subject to this Section 10.2.2(a) (Development Milestones), either (i) Takeda will make one-time milestone payments (each, an “Development Milestone Payment”) to Arrowhead upon the terms and conditions first achievement by Takeda or its Affiliates or Sublicensees of this Agreementeach of the development milestone events set forth in Table 10.2.2(a)(i) (Development Milestones – Scenario A) below (each, an “Development Milestone Event”) for the first Product to achieve the applicable Development Milestone Event, [***], [***], or (ii) Takeda will make Development Milestone Payments to Arrowhead upon the first achievement by Takeda or its Affiliates or Sublicensees of each of the Development Milestone Events set forth in Table 10.2.2(a)(ii) (Development Milestones – Scenario B) below for the first Product to achieve the applicable Development Milestone Event, [***], [***]. Takeda will notify Arrowhead in writing of the achievement of a Development Milestone Event by Takeda or its Affiliates or Sublicensees no later than [***] following after the first occurrence of each event described below (eachachievement thereof. Thereafter, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma Arrowhead will provide Takeda with an invoice for the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, a “corresponding Development Milestone Payment”): ​ , and Takeda will pay to Arrowhead such Development MilestoneDevelopment Milestone Payment no later than [***] after its receipt of an invoice for such Development Milestone Payment. For the avoidance of doubt, a given Product may achieve the Development Milestone Events set forth in one of the following Tables (in US$ millionsTable 10.2.2(a)(i) (Development Milestones – Scenario A) or Table 10.2.2(a)(ii) (Development Milestones – Scenario B)), but not both Tables. Table 10.2.2(a)(i) –Development Milestones – Scenario A Development Milestone Event Development Milestone Payment [***] [***] [***] [***] [***] [***] [***] If (i): [***] or if (ii): [***] [***] [***] [***] [***] [***] [***] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.]

Development Milestones. Subject to the terms and conditions of this Agreement, no later than Within [***] following the first occurrence of each event described below (each, a “Development Milestone”)) described below for each Research Project Target, on Product-by-Product basis Moderna Pfizer shall provide written notice to CytomX identifying the Research Project Target and the Development Milestone achieved, and Pfizer shall pay Carisma to CytomX the non-refundable and non-creditable amounts amount set forth below for within [***] of receipt of CytomX’s invoice with respect to such Development Milestone (each Product to achieve such event (eachamount, a “Development Milestone Payment”): ​ ) to be payable only once with respect to each Research Project Target regardless of how many Agreement PDCs or Licensed Products Targeting such Research Project Target achieve such Development MilestoneDevelopment Milestone. Notwithstanding anything to the contrary in this Agreement, Development Milestone Payments shall only be owed pursuant to this Section 5.4.1 for those Agreement PDCs and Licensed Products of which the manufacture or sale is covered by a Valid Claim. For the avoidance of doubt, if any Development Milestone Payment is paid for an Agreement PDC or Licensed Product Targeting the Second Target, such Development Milestone Payment will not be owed by Pfizer if an Agreement PDC or Licensed Product Targeting a [***] (in US$ millionsbut not an Additional Target) later achieves the same Development Milestone. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] ​ Moderna [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For clarity, if a Subsequent Milestone is achieved and any Previous Milestone for such Research Project Target has not yet been achieved for any reason, notwithstanding anything herein to the contrary such Previous Milestone(s) shall provide written notice be deemed to Carisma of have been achieved and the corresponding Development Milestone Payment set forth in the table above shall be payable simultaneously with the Development Milestone Payment for the achievement of the Subsequent Milestone. For purposes of the foregoing, each Development Milestone within [***] after such achievement. If shall be deemed a “Subsequent Milestone” for each Development Milestone for [***] prior in alphabetical order in the above table (each, a Product is “Previous Milestone”); provided that Development Milestones [***] shall each be deemed Subsequent Milestones only of Development Milestones [***]. For example, if Development Milestone [***] were achieved without the preceding before Development Milestone(s) having been achieved for such ProductMilestone [***], then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] would be due and payable on such achievement of Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product].