Common use of Development Milestones Clause in Contracts

Development Milestones. (a) As consideration for the License, [***] Licensee will pay Penn each of the following milestone payments (each, a “Development Milestone Payment”) upon the first, second and third achievement of 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”), whether achieved by Licensee or an Affiliate or Sublicensee. For the avoidance of doubt, no Development Milestone Payment shall be due upon the fourth, fifth or any subsequent achievement of any of the below milestones in this Section 4.3.2(a). Licensee shall 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 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) [ ***] [ ***] 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 is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is achieved.

Development Milestones. (a) As consideration for Subject to the Licenseterms and conditions of this Agreement, no later than [***] Licensee will pay Penn following the first occurrence of each of the following milestone payments (each, a “Development Milestone Payment”) upon the first, second and third achievement of 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 event described below (each, a “Development Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. For on Product-by-Product basis Moderna shall pay Carisma the avoidance of doubtnon-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, no a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall be due upon the fourth, fifth or any subsequent achievement of any of the below milestones in this Section 4.3.2(a). Licensee shall promptly notify Penn in writing provide written notice to Carisma of the achievement of any such each Development Milestone and Licensee shall pay Penn in full within [**] after such achievement. If a Development Milestone for a Product is achieved without the corresponding preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment within forty-five (45for such preceding Development Milestone(s) days of such achievement. For clarity, each Development Milestone Payment is non-refundable, is not an advance against Royalties due shall be paid by Moderna 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) [ ***] [ ***] 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 is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable 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 achievedachieved 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. (a) As consideration for the License, Within [***] Licensee will pay Penn following the first occurrence of each of the following milestone payments event (each, a “Development Milestone”) described below for each Research Project Target, Pfizer shall provide written notice to CytomX identifying the Research Project Target and the Development Milestone achieved, and Pfizer shall pay to CytomX the amount set forth below within [***] of receipt of CytomX’s invoice with respect to such Development Milestone (each such amount, a “Development Milestone Payment”) upon the first, second and third achievement to be payable only once with respect to each Research Project Target regardless of the corresponding milestone by any how many Agreement PDCs or Licensed Product (assessed on a milestone-by-milestone basis) irrespective of the Licensed Product for which Products Targeting such milestone has been achieved (each, a “Research Project Target achieve such Development Milestone”). Notwithstanding anything to the contrary in this Agreement, whether achieved 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 Licensee or an Affiliate or Sublicenseea Valid Claim. For the avoidance of doubt, no if any Development Milestone Payment shall be due upon is paid for an Agreement PDC or Licensed Product Targeting the fourthSecond Target, fifth or any subsequent achievement of any of the below milestones in this Section 4.3.2(a). Licensee shall promptly notify Penn in writing of the achievement of any such Development Milestone Payment will not be owed by Pfizer if an Agreement PDC or Licensed Product Targeting a [***] (but not an Additional Target) later achieves the same Development Milestone. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For clarity, if a Subsequent Milestone is achieved and Licensee 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 pay Penn in full be deemed to have been achieved and the corresponding Development Milestone Payment within forty-five (45) days of such achievement. For clarity, each Development Milestone Payment is non-refundable, is not an advance against Royalties due to Penn or any other amounts due to Penn. For further clarity, set forth in the maximum cumulative amount of Development Milestone Payments potentially table above shall be payable under this Agreement is [***]. Initiation of Phase 1 Study (as defined by the enrollment of the 3rd patient) [ ***] [ ***] 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 is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together simultaneously with the Development Milestone Payment for the achievement of the Subsequent Milestone. For purposes of the foregoing, each Development Milestone [***] shall be deemed a “Subsequent Milestone” for each Development Milestone [***] prior in alphabetical order in the above table (each, a “Previous Milestone”); provided that is achievedDevelopment Milestones [***] shall each be deemed Subsequent Milestones only of Development Milestones [***]. For example, if Development Milestone [***] were achieved before Development Milestone [***], then the Development Milestone Payment for Development Milestone [***] would be due and payable on such achievement of Development Milestone [***].

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 amounts set forth below within [***] days following the first occurrence of each event described below (athe “Non-Exclusive Development Milestones”) As consideration for the Licensefirst Product in each Non-Exclusive Field (i.e., on an Indication-by- Indication basis) to achieve such Non-Exclusive Development Milestone. Pfizer shall provide Codex with notice of the occurrence of each Non-Exclusive Development Milestone within [***] of achievement. Non-Exclusive Development Milestone Development Milestone Payment for Products in 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 [***], the Development Milestone Payment 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 the same Product after such Product has achieved such Non-Exclusive Development Milestone [***] (for clarity, [***] Licensee ]). For clarification, if one Product replaces another Product in Development for use in each Non-Exclusive Field, then such replacement Product will pay Penn each only be subject to 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 following milestone payments (each, a “Development Milestone Payment”) upon table immediately above is achieved prior to the first, second and third achievement of the corresponding milestone by any Licensed Product Non-Exclusive Development Milestone set forth in (assessed on a milestone-by-milestone basis) irrespective of the Licensed Product for which such milestone has been achieved (each, a “Development Milestone”i), whether achieved by Licensee or an Affiliate or Sublicensee. For the avoidance of doubt, no Development Milestone Payment shall be due upon the fourth, fifth or any subsequent achievement of any of the below milestones in this Section 4.3.2(a). Licensee shall promptly notify Penn in writing of the achievement of any such Development Milestone and Licensee shall then Pfizer will pay Penn in full the corresponding Development Milestone Payment within forty-five (45) days of such achievement. For clarity, each Development Milestone 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) [ ***] [ ***] 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 is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Non-Exclusive Development Milestone that in (i) of the table immediately above together with the payment for the most recently achieved Non-Exclusive Development Milestone. In the event the Non-Exclusive Development Milestone in (iii) of the table immediately above is achieved.achieved prior to the achievement of the Non-Exclusive Development Milestone in (ii) of the table immediately above, the Non-Exclusive Development Milestone in (ii) of the table immediately above will not be due or payable. The maximum amount payable by Pfizer

Development Milestones. (a) As consideration Each Development Milestone Payment is payable on the first occurrence of the corresponding Milestone Event below per Indication and only once for such Indication, but is payable up to three times in total in the License, event there are multiple Indications. Milestone Event Milestone Payment Successful completion of activities specified in $[***] Licensee payable in the sole discretion of Parent, in the current Grant Agreement cash or in shares of Parent Common Stock. If paid in shares, the number of shares to be issued will pay Penn each be determined by dividing $[***] by the 5-Day Average over the 5 consecutive trading days ending on the date the final grant report is submitted to the Foundation reflecting successful completion of a pharmacokinetic (“PK”) study in animal model, achieving target PK profile. Successful completion of activities specified in $[***] payable in the sole discretion of Parent, in the Grant Agreement cash or in shares of Parent Common Stock. If paid in shares, the number of shares to be issued will be determined by dividing $[***] by the 5-Day Average over the 5 consecutive trading days ending on the date the final grant report is submitted to the Foundation reflecting successful completion of the following milestone payments current supplemental grant device objectives. Issuance of a [***] grant, within six months of $[***] payable in the sole discretion of Parent, in completion of the current supplemental grant cash or in shares of Parent Common Stock. If paid under the Grant Agreement, from [***] of at least in shares, the number of shares to be issued will be $[***] for the next phase of activities (each, a the “Development Milestone Payment[***] determined by dividing $[***] by the 5-Day Average Grant”) upon over the first, second and third achievement 5 consecutive trading days ending on the date of the corresponding milestone first payment from [***] for the [***] Grant. Completion of successful Phase I Clinical Trial $[***] Completion of successful Phase II Clinical Trial $[***] Completion of first Phase III Clinical Trial that $[***] meets criteria required for submission of an NDA NDA filing acceptance $[***] NDA approval 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”), whether achieved by Licensee or an Affiliate or Sublicensee. For FDA $[***] Regulatory approval in the avoidance of doubt, no Development Milestone Payment shall be due upon the fourth, fifth or any subsequent achievement first of any of the below milestones in this Section 4.3.2(a). Licensee shall 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 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 ] following countries: France, Germany, Italy, Spain, or United Kingdom (as defined by the enrollment “EU5”) First regulatory approval that is outside of the 3rd patient) [ $[***] [ United States and outside of the EU5 Commercial Milestones: Each Commercial Milestone is payable only once upon occurrence of the corresponding Milestone Event below. Milestone Event Milestone Payment Annex 2.12.3-1 Achievement of aggregate Net Sales of $[***] Initiation of Phase 2 or Phase 1/2 Study (as defined by the enrollment of the 5th patient) [ $[***] [ Achievement of aggregate Net Sales of $[***] Initiation of Phase 3 or Phase 2/3 Study (as defined by the enrollment of the 5th patient) [ $[***] [ Achievement of aggregate Net Sales of $[***] Approval of first BLA [ $[***] [ ***] Approval of second BLA [ ***] [ ***] Approval of third BLA [ ***] [ ***] (b) Each time a Development Milestone is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is achieved.Annex 2.12.3-2

Development Milestones. Subject to this Section 10.2.2(a) (aDevelopment Milestones), either (i) As consideration for the License, [***] Licensee Takeda will pay Penn each of the following make one-time milestone payments (each, a an “Development Milestone Payment”) to Arrowhead upon the first, second and third first achievement by Takeda or its Affiliates or Sublicensees of each of the corresponding development milestone by any Licensed Product events set forth in Table 10.2.2(a)(i) (assessed on a milestone-by-milestone basisDevelopment Milestones – Scenario A) irrespective of the Licensed Product for which such milestone has been achieved below (each, a an “Development MilestoneMilestone Event”)) for the first Product to achieve the applicable Development Milestone Event, whether achieved [***], [***], or (ii) Takeda will make Development Milestone Payments to Arrowhead upon the first achievement by Licensee 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 [***] after the achievement thereof. Thereafter, Arrowhead will provide Takeda with an Affiliate or Sublicenseeinvoice for the corresponding Development Milestone Payment, and Takeda will pay to Arrowhead such Development Milestone Payment no later than [***] after its receipt of an invoice for such Development Milestone Payment. For the avoidance of doubt, no a given Product may achieve the Development Milestone Events set forth in one of the following Tables (Table 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 shall be due upon the fourth, fifth [***] [***] [***] [***] [***] [***] [***] If (i): [***] or any subsequent achievement of any of the below milestones in this Section 4.3.2(a). Licensee shall 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 if (45) days of such achievement. For clarity, each Development Milestone 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 ii): [***] [***] [***] [***] [***] [***] [***] [***] [***]. Initiation of Phase 1 Study (as defined by the enrollment of the 3rd patient) [ ***] [ ***] 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 is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is achieved.

Development Milestones. (a) As consideration for the License, Affini-T shall notify Metagenomi within [***] Licensee will pay Penn after the first achievement of each of the following Development milestone payments (eachevents with respect to each Affini-T Clinical Target once for each Field. Metagenomi shall submit an invoice to Affini-T for the applicable payment pursuant to Section 8.4.5(c) and Affini-T shall, a “Development Milestone Payment”) upon the first, second and third achievement of 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”), whether achieved by Licensee or an Affiliate or Sublicensee. For the avoidance of doubt, no Development Milestone Payment shall be due upon the fourth, fifth or any subsequent achievement of any of the below milestones in this Section 4.3.2(a). Licensee shall 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 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 [***]] of receipt of such invoice, make the following payments once for each Field, on an Affini-T Clinical Target-by-Affini-T Clinical Target basis (and corresponding to whether the Licensed Product achieving the relevant milestone is an Exclusively Licensed Product or a Non-Exclusively Licensed Product). Initiation of Phase 1 Study (as defined by the enrollment Each Development milestone shall be payable only once for each Affini-T Clinical Target in each Field once for each Field regardless of the 3rd patientnumber of Exclusively Licensed Products or Non-Exclusively Licensed Products associated with such Affini-T Clinical Target that achieve such milestone event. In the event a Licensed Product is directed to more than one Affini-T Clinical Target, such Licensed Product shall only trigger payment of applicable Development milestone amounts for a single Affini-T Clinical Target. Development Milestone Event in a Field Exclusively Licensed Product Milestone Payment ($ US Dollars) Non-Exclusively Licensed Product Milestone Payment ($ US Dollars) [***] [ ***] [ ***] 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 Development Milestone Event in a Field Exclusively Licensed Product Milestone Payment (as defined $ US Dollars) Non-Exclusively Licensed Product Milestone Payment ($ US Dollars) Maximum Total Development Milestone Payments $18,750,000 for each Affini-T Clinical Target if all Development Milestones were achieved by the enrollment of the 5th patient) [ an Exclusively Licensed Product and a Non-Exclusively Licensed Product both directed to such Affini-T Clinical Target [***] [ ***] Approval * For the purposes of first BLA [ ***] [ ***] Approval of second BLA [ ***] [ ***] Approval of third BLA [ ***] [ this Section 8.3.1, “[***] ” means the earlier of (a) [***], (b) Each time a Development Milestone is achieved for any Licensed Product[***], then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is achievedor (c) [***].

Development Milestones. Buyer shall pay by wire transfer of immediately available funds to an account or accounts designated in advance by Seller (awhich payments shall not be creditable against any other obligations of Buyer hereunder) As consideration for the Licenseone-time, [***] Licensee will pay Penn non-refundable payment (each of the following milestone payments (eachsuch payment, a “Development Milestone Payment”) for each of the milestone events set forth in this Section 3.2(a) upon the first, second and third first achievement of the corresponding applicable 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”), whether the Development Milestone is achieved by Licensee Buyer or an Affiliate any other Milestone Party, or Sublicenseeany Third Party acting on behalf of Buyer or the Milestone Parties. For The Development Milestone Payments are set forth below: (i) 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 [***]. Buyer shall provide Seller with written notice within [***] after the avoidance achievement of doubt, no the corresponding Development Milestone and the corresponding Development Milestone Payment shall be due upon made by Buyer to Seller within [***] after the fourth, fifth or any subsequent achievement of any of the below milestones corresponding Development Milestone. [***] 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 4.3.2(a). Licensee 3.2(a) for a Product becomes due before an earlier listed Development Milestone Payment for such Product, then the earlier listed Development Milestone Payment shall promptly notify Penn in writing of become payable upon the achievement of any such the later listed Development Milestone and Licensee shall pay Penn in full the corresponding Development Milestone Payment within forty-five (45) days of such achievementMilestone. For clarity, each Development Milestone Payment is non-refundable, is not an advance against Royalties due to Penn or any other amounts due to Penn. For further clarity, the The maximum cumulative amount of aggregate Development Milestone Payments potentially payable under this Agreement owed to Seller, if all possible Development Milestones are achieved, is [***]. Initiation of Phase 1 Study (as defined by the enrollment of the 3rd patient) [ ***] [ ***] 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 is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is achieved.

Development Milestones. Subject to this Section 8.1.1(a) (a) As consideration for Development Milestones), unless paid under the LicenseOriginal Agreement, Neurocrine will make [***] Licensee will pay Penn each of the following milestone payments (each, a “Development Milestone Payment”) upon the first, second and third achievement of the corresponding milestone by any Licensed Product (assessed on a milestoneLicensed Product-by-milestone basis) irrespective Licensed Product basis to Takeda upon the first achievement by Neurocrine or its Affiliates or Sublicensees of each of the Licensed Product for which such development 38 milestone has been achieved events set forth in Table 8.1.1(a) (Development Milestones) below (each, a “Development MilestoneMilestone Event”), whether achieved by Licensee or an Affiliate or Sublicensee. For ) for each Licensed Product to achieve the avoidance of doubt, no applicable Development Milestone Payment shall be due upon the fourth, fifth or any subsequent achievement of any of the below milestones in this Section 4.3.2(a)Event. Licensee shall promptly Neurocrine will notify Penn Takeda in writing of the achievement of any such a Development Milestone and Licensee shall pay Penn in full 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 within forty-five (45) days of Payment, and Neurocrine will pay to Takeda such achievement. For clarity, each Development Milestone Payment is non-refundable, is not no later than [***] after its receipt of an advance against Royalties due to Penn or any other amounts due to Penn. For further clarity, the maximum cumulative amount of invoice for such Development Milestone Payments potentially payable under this Agreement is Payment. [***]. Initiation of Phase 1 Study Table 8.1.1(a) – Development Milestones Development Milestone Event TAK-653 Product Milestone Payment Nonclinical Asset Milestone Payment (as defined by the enrollment of the 3rd patient1) [ [***] [ [***] Initiation of Phase 2 or Phase 1/2 Study (as defined by the enrollment of the 5th patient) [ $[***] [ (2) [***] Initiation of Phase 3 or Phase 2/3 Study (as defined by the enrollment of the 5th patient) [ [***] [ $[***] Approval of first BLA [ (3) [***] [ $[***] Approval of second BLA [ $[***] [ (4) [***] Approval of third BLA [ $[***] [ $[***] 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. [***] (b) Each time a Development Milestone is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is achieved.

Development Milestones. Upon the first achievement by Day One, its Affiliate or Sublicensee of a development or commercial milestone event set forth in the table below (a) As consideration for the License, [***] Licensee will pay Penn each of the following milestone payments (each, a “Development Development/Commercial Milestone Event”), Day One shall make the corresponding one-time, non-refundable, non-creditable payment (each a “Development/Commercial Milestone Payment”) to MabCare in accordance with Section 6.6.1. 1 [*] [*] 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, second and third achievement column of 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 table below (each, a an “Development MilestoneAchieved Development/Commercial Milestone Event”), whether the corresponding Skipped Development/Commercial Milestone Event as set forth in the first column in table below has not yet been achieved, become due or been paid, then such Skipped Development/Commercial Milestone Event shall be deemed achieved by Licensee 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 an if its Affiliate or Sublicensee. For the avoidance of doubtSublicensee conducts a Clinical Trial, no Development in each case, that is not a [*] (each, as applicable, a “Substitution Clinical Trial”), then Development/Commercial Milestone Payment shall be due upon the fourth, fifth or any subsequent achievement of any of the below milestones in this Section 4.3.2(a). Licensee shall 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 achievementEvent [*]. For clarity, each Development Milestone 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 a [***]] shall not be considered a Substitution Clinical Trial. Initiation of Phase 1 Study (as defined by the enrollment of the 3rd patient) [ ***] [ ***] 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 is achieved for any Licensed Product, then any other Development Milestone Payments with respect to earlier Development Milestones for the same Licensed Product that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is achieved.Execution Version