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 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. 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 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].

Development Milestones. Subject to the terms and conditions of this Agreement, no later than Affini-T shall notify Metagenomi within [***] following after the first occurrence achievement of each event described below (eachof the following Development milestone events 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”)within [***] of receipt of such invoice, make the following payments once for each Field, on Productan Affini-T Clinical Target-by-Affini-T Clinical Target basis (and corresponding to whether the Licensed Product basis Moderna achieving the relevant milestone is an Exclusively Licensed Product or a Non-Exclusively Licensed Product). Each Development milestone shall pay Carisma the non-refundable and non-creditable amounts set forth below be payable only once for each Product to Affini-T Clinical Target in each Field once for each Field regardless of the number of Exclusively Licensed Products or Non-Exclusively Licensed Products associated with such Affini-T Clinical Target that achieve such milestone event. In the event (eacha 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 Payment”): ​ Development MilestoneDevelopment Event in a Field Exclusively Licensed Product Milestone Payment (in US$ millions$ US Dollars) Non-Exclusively Licensed Product Milestone Payment ($ US Dollars) [***] [ ***] [ ***] [***] [[ ***] [[ **] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ 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 Event in a Field Exclusively Licensed Product Milestone Payment ($ 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 an Exclusively Licensed Product and a Non-Exclusively Licensed Product both directed to such Affini-T Clinical Target [***] in * For the table above is achieved for a Product but the purposes of this Section 8.3.1, “[**] Development Milestone *]” means the earlier of (a) [**] in the table above had not been achieved for such Product*], then Moderna would pay the Development Milestone Payment for both such (b) [**] Development Milestone and *], or (c) [**] 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 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 event there are multiple Indications. Milestone Event Milestone Payment Successful completion of activities specified in $[***] 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 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 terms and conditions Foundation reflecting successful completion of this 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 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, no later than from [***] of at least in shares, the number of shares to be issued will be $[***] for the next phase of activities (the “[***] determined by dividing $[***] by the 5-Day Average Grant”) over the 5 consecutive trading days ending on the date of the 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 the FDA $[***] Regulatory approval in the first of any of the $[***] following countries: France, Germany, Italy, Spain, or United Kingdom (the first occurrence “EU5”) First regulatory approval that is outside of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) $[***] 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 $[***] $[***] Achievement of aggregate Net Sales of $[***] $[***] Achievement of aggregate Net Sales of $[***] $[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ 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.Annex 2.12.3-2

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 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 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.]