Development Milestones. (a) As additional consideration for the License, Licensee will pay Penn the following milestone payments (each, a “Development Milestone Payment”) upon the achievement of […***…] (each, a “Development Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. 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 […***…] 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. […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] (b) Each time a Development Milestone is achieved, then any other Development Milestone Payments with respect to earlier Development Milestones that have not yet been paid will be due and payable together with the Development Milestone Payment for the Development Milestone that is actually achieved; provided, however, that if there is a dispute over whether the “[…***…]” Development Milestone has been achieved, such Development Milestone shall be paid by Licensee no later than […***…]. (c) For clarity, Development Milestone Payments are due and payable on Licensed Product and on products that, upon FDA approval, would become Licensed Product, and for further clarity, the maximum Development Milestone Payments payable by Licensee under this Agreement is $[…***…]. (d) Each Development Milestone in the Table above will be payable […***…], provided that, if a […***…] at any point […***…], then […***…] provided that […***…] would remain […***…].
Appears in 3 contracts
Sources: Research, Collaboration & License Agreement (Ultragenyx Pharmaceutical Inc.), Research, Collaboration & License Agreement (Dimension Therapeutics, Inc.), Research, Collaboration & License Agreement (Dimension Therapeutics, Inc.)
Development Milestones. (a) As additional further consideration for the Licensegrant of the rights hereunder, Licensee will pay Penn for the following first achievement by C4T or MKDG or its Related Parties of each milestone payments event set forth in the table below with respect to a Product Directed To each Collaboration Target (each, a “Development Milestone Event”), MKDG shall make the corresponding non-refundable, non-creditable milestone payment to C4T (each, a “Development Milestone Payment”) upon the achievement of within […***…] (each, a “Development Milestone”), whether achieved by Licensee or after receipt of an Affiliate or Sublicensee. Licensee shall promptly notify Penn in writing of the achievement of any invoice for such Development Milestone Payment, in accordance with this Section 6.4.1. For all Development Milestone Events, MKDG shall notify C4T within [***] following the first achievement by MKDG or its Related Parties of each such Development Milestone Event with respect to a Product Directed To each Collaboration Target, and Licensee promptly upon receipt of such notice with respect to a Development Milestone Event, C4T shall pay Penn in full issue to MKDG an invoice for the corresponding Development Milestone Payment Payment, which MKDG shall pay within […***…] of such achievementreceipt. 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. […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…]
(b) Each time a Development Milestone is achieved, then any other Development Milestone Payments with respect to earlier Development Milestones that have not yet been paid will be due and payable together with the The Development Milestone Payment for the each Development Milestone that is actually achieved; provided, however, that if there is a dispute over whether the “Event shall be payable […***…] per Collaboration Target. Development Milestone Event Development Milestone Payment 1 [***] [***] 2 [***] [***] 3 [***] [***] 4 [***] [***] 5 [***] [***] 6 [***] [***] 7 [***] [***] 8 [***] [***] 9 [***] [***] 10 [***] [***] 11 [***] [***] 12 [***] [***] 13 [***] [***] Total [***] [***]. If any of Development Milestone Events 2-5 is achieved with respect to a Compound or Product prior to the achievement of an “earlier” Development Milestone has been achievedEvent (i.e., such Development Milestone shall be paid by Licensee no later than […***…].
(c) For clarity, Development Milestone Payments are due and payable on Licensed Product and on products that, upon FDA approval, would become Licensed Product, and for further clarity, the maximum Development Milestone Payments payable by Licensee under this Agreement is $[…***…].
(d) Each Development Milestone one with a lower number in the Table above will be payable […***…], provided that, if chart above) with respect to a […***…] at any point […***…], then […***…] provided that […***…] would remain […***…].Compound or Product Directed To the
Appears in 2 contracts
Sources: Research Collaboration and License Agreement (C4 Therapeutics, Inc.), Research Collaboration and License Agreement (C4 Therapeutics, Inc.)
Development Milestones. (a) As additional consideration for the License, Licensee will pay Penn the following milestone payments (each, a “Development Milestone Payment”) upon the achievement of […***…] the first Licensed Product to achieve the corresponding milestone for each Indication (each, a “Development Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. 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 […***…] of such achievement. For clarity, each Development Milestone Payment is non-refundable, non-creditable and is not an advance against royalties Royalties due to Penn or any other amounts due to Penn. […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] [***] $[***]
(b) Each time a Development Milestone [***] in the table above is achievedachieved for a Licensed Product for an Indication, then any other Development Milestone Payments with respect to earlier Development Milestones (i.e., Development Milestones [***] in the table above, as applicable) for that Indication that have not yet been paid will be due and payable together with the Development Milestone Payment for the relevant Development Milestone that is actually achieved; provided, however, that if there is a dispute over whether the “. If Development Milestone […***…]” ] is achieved prior to the achievement any of Development Milestone has been achieved, such Development Milestone shall be paid by Licensee no later than Milestones […***…].
(c) For clarity, Development then Milestone Payments are due and payable on Licensed Product and on products that, upon FDA approval, would become Licensed Product, and for further clarity, the maximum Development Milestone Payments payable by Licensee under this Agreement is $Milestones […***…]] shall be due to the extent not previously paid.
(d) Each Development Milestone in the Table above will be payable […***…], provided that, if a […***…] at any point […***…], then […***…] provided that […***…] would remain […***…].
Appears in 1 contract
Sources: Research, Collaboration & License Agreement (Amicus Therapeutics, Inc.)
Development Milestones. Following the Effective Date and subject to Section 11.9 (if exercised), in partial consideration of CAMP4’s grant of the rights and licenses to GSK hereunder, following the first achievement of each milestone event in the immediately following table (each such milestone event, a “Development Milestone Event”) by GSK or any of its Affiliates or Sublicensees with each of (a) As additional consideration for a [***] Licensed Product and (b) a [***] Licensed Product, GSK shall pay to CAMP4, in accordance with the Licenseterms in this Section 6.3, Licensee will pay Penn the following one-time, non-refundable, non-creditable milestone payments set forth in, subject to the remainder of this Section 6.3, either the third column or fourth column of the immediately following table that correspond to each such Development Milestone Event based on whether the Licensed Product that achieves such Development Milestone Event is a Tier 1 Product or Tier 2 Product (eacheach such milestone payment, a “Development Milestone Payment”). 1. [***] [***] [***] 2. [***] [***] [***] 3. [***] [***] [***] 4. [***] [***] [***] 5. [***] [***] [***] 6. [***] [***] [***] Total Development Milestone Payments: [***] [***] [***] If GSK, or its Affiliate or Sublicensee, [***] then [***] Notwithstanding any provision to the contrary set forth in this Agreement: (a) each Development Milestone Payment shall be paid no more than one (1) time with respect to [***] Licensed Products and no more than one (1) time with respect to [***] Licensed Products (regardless of the number of times the corresponding Development Milestone Event may be achieved by such [***] Licensed Products or [***] Licensed Products); provided that [***], then GSK will pay [***] of the applicable Development Milestone Payment due upon achievement of such Development Milestone Event for such Tier 1 Product Directed To such Collaboration Target and (b) in no event will GSK be responsible for more than (i) with respect to [***] Licensed Products, an aggregate of (A) [***] in Development Milestone Payments (in the case that each Development Milestone Event is first achieved by Tier 1 Products) or (B) [***] in Development Milestone Payments (in the case that each Development Milestone Event is first achieved by Tier 2 Products and is then subsequently achieved by Tier 1 Products) and (ii) with respect to [***] Licensed Products, an aggregate of (A) [***] in Development Milestone Payments (in the case that each Development Milestone Event is first achieved by Tier 1 Products) and (B) [***] in Development Milestone Payments (in the case that each Development Milestone Event is first achieved by Tier 2 Products and is then subsequently achieved by Tier 1 Products). Following the Effective Date, GSK, as the Party responsible for achieving each Development Milestone Event, shall notify CAMP4 within [***] following the achievement of […***…] (each, a “Development Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. Licensee shall promptly notify Penn in writing of the achievement of any such given Development Milestone Event by GSK or any of its Affiliates or Sublicensees, as applicable, and Licensee shall pay Penn in full the corresponding Development Milestone Payment shall be due within […***…] 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. following […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…]
(b) Each time after GSK’s receipt of a Development Milestone is achieved, then any other Development Milestone Payments Valid Invoice in accordance with respect to earlier Development Milestones that have not yet been paid will be due and payable together with the Development Milestone Payment Section 6.6 for the Development Milestone that is actually achieved; provided, however, that if there is a dispute over whether the “[…***…]” Development Milestone has been achieved, such Development Milestone shall be paid by Licensee no later than […***…]Payment.
(c) For clarity, Development Milestone Payments are due and payable on Licensed Product and on products that, upon FDA approval, would become Licensed Product, and for further clarity, the maximum Development Milestone Payments payable by Licensee under this Agreement is $[…***…].
(d) Each Development Milestone in the Table above will be payable […***…], provided that, if a […***…] at any point […***…], then […***…] provided that […***…] would remain […***…].
Appears in 1 contract
Sources: Research, Collaboration and License Agreement (Camp4 Therapeutics Corp)
Development Milestones. (a) As additional consideration for the License, Licensee will pay Penn the following milestone payments (each, a “Development Milestone Payment”) upon the achievement of […***…] the first Licensed Product to achieve the corresponding milestone for each Indication (each, a “Development Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. 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 […***…] days of such achievement. For clarity, each Development Milestone Payment is non-refundable, non-creditable and is not an advance against royalties Royalties due to Penn or any other amounts due to Penn. […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] [***] $[***] Total Development Milestones per Indication $[***]
(b) Each time a Development Milestone [***] in the table above is achievedachieved for a Licensed Product for an Indication, then any other Development Milestone Payments with respect to earlier Development Milestones (i.e., Development Milestones [***] in the table above, as applicable) for that Indication that have not yet been paid will be due and payable together with the Development Milestone Payment for the relevant Development Milestone that is actually achieved; provided, however, that if there is a dispute over whether the “. If Development Milestone […***…]” ] is achieved prior to the achievement any of Development Milestone has been achieved, such Development Milestone shall be paid by Licensee no later than Milestones […***…].
(c) For clarity, Development then Milestone Payments are due and payable on Licensed Product and on products that, upon FDA approval, would become Licensed Product, and for further clarity, the maximum Development Milestone Payments payable by Licensee under this Agreement is $Milestones […***…]] shall be due to the extent not previously paid.
(d) Each Development Milestone in the Table above will be payable […***…], provided that, if a […***…] at any point […***…], then […***…] provided that […***…] would remain […***…].
Appears in 1 contract
Sources: Research, Collaboration & License Agreement (Amicus Therapeutics, Inc.)
Development Milestones. (a) As additional partial consideration for the License, Licensee will pay Penn the following milestone payments (each, a “Development Milestone Payment”) upon the achievement of […***…] the first Licensed Product to achieve the corresponding milestone for each Indication (each, a “Development Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. 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 […***…] of such achievement. For clarity, each Development Milestone Payment is non-refundable, non-creditable and is not an advance against royalties Royalties due to Penn or any other amounts due to Penn. […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] […***…] $[…***…] [***] [***] [***] [***]
(b) Each time a Development Milestone [***] in the table above is achievedachieved for a Licensed Product for an Indication, then any other Development Milestone Payments with respect to earlier Development Milestones (i.e., Development Milestones [***] in the table above, as applicable) for that Indication that have not yet been paid will be due and payable together with the Development Milestone Payment for the relevant Development Milestone that is actually achieved; provided, however, that if there is a dispute over whether the “. If Development Milestone […***…]” ] is achieved prior to the achievement any of Development Milestone has been achieved, such Development Milestone shall be paid by Licensee no later than Milestones […***…].
(c) For clarity, Development then Milestone Payments are due and payable on Licensed Product and on products that, upon FDA approval, would become Licensed Product, and for further clarity, the maximum Development Milestone Payments payable by Licensee under this Agreement is $Milestones […***…]] shall be due to the extent not previously paid.
(d) Each Development Milestone in the Table above will be payable […***…], provided that, if a […***…] at any point […***…], then […***…] provided that […***…] would remain […***…].
Appears in 1 contract