Common use of Development Milestones Clause in Contracts

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

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

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

Development Milestones. On Subject to the remainder of this Section 6.3 (Milestone Payments), on a Research ProgramCardiomyopathy Milestone Target-by-Research Program Cardiomyopathy Milestone Target basis, Xxxxxxx MyoKardia will make each of the one-time, non-refundable, non-creditable time milestone payments set forth in Table 6.3.3 (each, a “Development Milestone PaymentPayments”) to Morphic upon for the first achievement by Xxxxxxx or its Affiliates or Sublicensees of each of the development milestone events event set forth in Table 6.3.3 (each, a “Development Milestone EventMilestone”) set CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. forth in TABLE 8.5 (Development Milestones) below for by the first Product that directed against such Cardiomyopathy Milestone Target to achieve such event, pursuant to and in the amounts set forth in column (a), (b) or (c), depending upon whether such Cardiomyopathy Milestone Target is an Initial Cardiomyopathy Milestone Target (and, in such case, whether such Cardiomyopathy Milestone Target is the subject of each Research Program first Initial Cardiomyopathy Milestone Target to achieve the applicable Development Milestone) or a Secondary Cardiomyopathy Milestone EventTarget. MyoKardia will notify Fulcrum of the achievement of a Development Milestone by MyoKardia, its Affiliates or its Licensees, in writing within [**] after such achievement. MyoKardia will pay Fulcrum the amount of the Development Milestone Payment corresponding to such Development Milestone within [**] following the receipt of a corresponding invoice from Fulcrum. For the avoidance of doubt, each Development Milestone Payment hereunder will be payable only once per Research Program upon with respect to a Cardiomyopathy Milestone Target, on the first achievement of the applicable Development Milestone Event by a the applicable Product that is directed against such Cardiomyopathy Milestone Target (if at all), notwithstanding the subject number of times one or more Products directed against such Research ProgramCardiomyopathy Milestone Target may achieve such Development Milestone. No additional For the further avoidance of doubt, in no event will the aggregate Development Milestone Payments will be made for any subsequent achievement of such payable by MyoKardia under this Section 6.3.3 (Development Milestone Event by any other Product that is the subject of the same Research Program. If one or more Development Milestone Events are skipped for Products that are the subject of a particular Research Program, then such skipped Development Milestone Events will be payable upon Milestones) exceed: (i) [**] with respect to the first achievement of the subsequent each Development Milestone Event Milestone, collectively, by a Product that is the subject of the same Research Program, directed against any Initial Cardiomyopathy Milestone Target; (ii) except that a Development Milestone Event that is specific to one territory will not be deemed to be skipped solely because a subsequent Development Milestone Event was achieved in a different territory (e.g., receipt of Regulatory Approval of a Product in a Major European Country will not be deemed to trigger a Development Milestone Payment for receipt of Regulatory Approval of such Product as set forth in the United States if such Regulatory Approval of such Product has not yet occurred in the United Statesforegoing clause (i). Xxxxxxx will notify Morphic in writing of the achievement of a Development , on an Initial Cardiomyopathy Milestone Event by Xxxxxxx or its Affiliates or Sublicensees no later than Target-by-Initial Cardiomyopathy Milestone Target basis, [***] after Xxxxxxx becomes aware of the achievement thereof. Thereafterfor Products directed against an Initial Cardiomyopathy Milestone Target; and (iii) on a Secondary Cardiomyopathy Milestone Target-by-Secondary Cardiomyopathy Milestone Target basis, Morphic will provide Xxxxxxx with an invoice for the corresponding Development Milestone Payment, and Xxxxxxx will pay to Morphic such Development Milestone Payment within [***] after its receipt of an invoice for such Development Products directed against a Secondary Cardiomyopathy Milestone Payment in accordance with Section 8.11 (Invoicing and Payment). If Xxxxxxx or its Affiliates or Sublicensees achieve all Development Milestone Events with respect to Products that are the subject of a particular Research Program (regardless of the number of times such events occur or the number of Products that trigger such event), then the maximum amount payable by Xxxxxxx with respect to a particular Research Program under this Section 8.5 (Development Milestones) is [***] . Table 8.5 — Development Milestones Development Milestone Event Development Milestone Payment ($USD) [***] [***] [***] [***] [***] [***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. [***] [***] [***] [***]Target.