Common use of Development Milestones Clause in Contracts

Development Milestones. As further consideration for Daiichi Sankyo’s grant of the rights and licenses to Rain hereunder, Rain shall pay Daiichi Sankyo the following nonrefundable, non-creditable, one-time milestone payments with respect to the Product upon achievement of the development milestone events described below. Milestone Event Payment Amount a) [***] [*** ] b) [***] [*** ] c) [***] [*** ] d) [***] [*** ] e) [***] [*** ] f) [***] [*** ] g) [***] [*** ] h) [***] [*** ] i) [***] [*** ] j) [***] [*** ] k) [***] [*** ] l) [***] [*** ] m) [***] [*** ] n) [***] [*** ] Rain shall [***] (and in any event within [***] after achievement of such milestone event) notify Daiichi Sankyo in writing of the achievement of any such milestone event. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount of the corresponding milestone payment. Rain shall pay Daiichi Sankyo within [***] after receipt of an invoice therefor from Daiichi Sankyo. If at the time any given milestone payment set forth in this Section 5.2 is due [***] and one or more preceding milestone payments for antecedent milestone events [***] have not been paid, then such unpaid precedent milestone payments shall be paid at such time as well. Notwithstanding the foregoing, [***], then, milestone event a) and b) are achieved and milestone payments for milestone event a) and b) shall become due. Rain shall notify Daiichi Sankyo in writing (i) [***] after the achievement of such milestone event (“First Notice”) and (ii) on [***] (“Second Notice”). Daiichi Sankyo shall issue Rain invoice for milestone event b) after receiving First Notice and issue invoice for milestone event a) after receiving Second Notice, which invoices Rain shall pay Daiichi Sankyo in accordance with this Section 5.2. For clarity, Rain shall be required to pay each development milestone payment only once, regardless of the order in which the milestone events occur.

Development Milestones. As further consideration for Daiichi Sankyo’s grant of the rights and licenses to Rain hereunder, Rain shall pay Daiichi Sankyo the following nonrefundable, non-creditable, Company will make one-time milestone payments with respect (each, a “Development Milestone Payment”) to HUTCHMED upon the Product upon achievement first occurrence of each of the development milestone events described below. for a Licensed Product in the Field in the Territory by or on behalf of Company, its Affiliate or Sublicensee set forth below in this Section 5.2.1 (Development Milestones) (each, a “Development Milestone Event”) for the first Licensed Product to achieve such Development Milestone Event Payment Amount aunder this Agreement; provided that, upon receipt of 3L CRC Approval for the first Licensed Product in the U.S., the E.U. or Japan, as the case may be, the Development Milestone Event with respect to the 4L CRC Approval in the same jurisdiction shall be deemed to have been achieved as well. Company will, as promptly as reasonably practicable, but in no event later than [***] after Company becomes aware of the achievement of a Development Milestone Event, notify HUTCHMED in writing that such Development Milestone Event has occurred, and ▇▇▇▇▇▇▇▇ will provide Company with an invoice related to the respective Development Milestone Payment. Each of the Development Milestone Payments will be payable to HUTCHMED by Company within [***] of receipt of invoice. The maximum amount payable by Company under this Section 5.2.1 (Development Milestones) if all Development Milestone Events occur (regardless of the number of times they occur or the number of Licensed Products that trigger them) is [***]. ​ EVENTMILESTONE PAYMENT [***] [*** ] b) *] [***] [*** ] c) *] [***] [*** ] d) *] [***] [*** ] e) *] [***] [*** ] f) *] [***] [*** ] g) *] [***] [*** ] h) *] [***] [*** *] i) [***] [*** ] j) *] [***] [*** ] k) *] [***] [*** ] l) *] [***] ​ ​ EVENTMILESTONE PAYMENT [***] [*** *] m) [***] [*** *] n) [***] [*** *] Rain shall [***] (and in any event within [***] after achievement of such milestone event) notify Daiichi Sankyo in writing of the achievement of any such milestone event. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount of the corresponding milestone payment. Rain shall pay Daiichi Sankyo within [***] after receipt of an invoice therefor from Daiichi Sankyo. If at the time any given milestone payment set forth in this Section 5.2 is due [***] and one or more preceding milestone payments for antecedent milestone events [***] have not been paid, then such unpaid precedent milestone payments shall be paid at such time as well. Notwithstanding the foregoing, [***], then, milestone event a) and b) are achieved and milestone payments for milestone event a) and b) shall become due. Rain shall notify Daiichi Sankyo in writing (i) [***] after the achievement of such milestone event (“First Notice”) and (ii) on [***] (“Second Notice”). Daiichi Sankyo shall issue Rain invoice for milestone event b) after receiving First Notice and issue invoice for milestone event a) after receiving Second Notice, which invoices Rain shall pay Daiichi Sankyo [***] [***] [***] [***] [***] ​ Subject to the proviso in accordance with the first sentence of this Section 5.2. For clarity5.2.1, Rain the Development Milestone Events above shall be required to pay each development milestone payment only once, regardless of the order in which the milestone events occursuccessive.

Development Milestones. As further consideration 5.3.1 Innovent will pay AnHeart the following development milestones within twenty (20) Business Days based upon events described in the below table for Daiichi Sankyo’s grant the Development made by AnHeart under this Agreement. In no case shall any milestone be paid more than once for a given event, regardless of the rights number of Products that subsequently achieves a given event and licenses to Rain hereunder, Rain even if such Product is later used in a Combination Product. All amounts are shown in U.S. Dollars. The maximum total amount payable under this Section 5.3 shall not exceed [**Redacted**] U.S. Dollars (US[**Redacted**]). 5.3.2 Notwithstanding the payment schedule in Section 5.3.1, (a) Innovent shall pay Daiichi Sankyo the following nonrefundable, non-creditable, one-time milestone payments with respect payment of [**Redacted**] US Dollars relating to the Product achieved development milestone “[**Redacted**]” to AnHeart immediately upon achievement the execution of the Amendment; and (b) if AnHeart fails to [**Redacted**] for more than [**Redacted**] months after the NDA Filing Date described in Exhibit E and such delay is not caused by any force majeure event as provided under Section 12.12 (Force Majeure) of this Agreement or fault of Innovent, the payment for the development milestone events described below. Milestone Event Payment Amount a) of “[**Redacted*] *]” as set forth in the table in Section 5.3.1 shall be reduced from [*** ] b) Redacted**] US Dollars [**Redacted**] to [*** ] c) Redacted**] US Dollars [**Redacted*] *].”; and (c) if AnHeart fails to [*** ] d) Redacted**] for more than [**Redacted**] months after the [*** ] eRedacted**] Date described in Exhibit F and such delay is not caused by any force majeure event as provided under Section 12.12 (Force Majeure) of this Agreement or fault of Innovent, the payment for the development milestone of “[**Redacted*] *]” as set forth in the table in Section 5.3.1 shall be reduced from [*** ] f) Redacted**] US Dollars [**Redacted**] to [*** ] g) Redacted**] US Dollars [**Redacted*] *].”; and (d) The Parties agree that the [*** ] hRedacted**] described under Exhibits E and/or F respectively shall separately be extended for the total number of days equal to the sum of: (i) the number of days that equals to the positive result of the period of time (“Innovent Feedback Time”) that Innovent takes to provide final feedbacks on any corresponding [**Redacted**] minus [*** Redacted**] i) days (for the purpose of clarity, Innovent Feedback Time commences from the date when AnHeart provides Innovent with the [***] [*** ] j) [***] [*** ] k) [***] [*** ] l) [***] [*** ] m) [***] [*** ] n) [***] [*** ] Rain shall [***] (and in any event within [***] after achievement of such milestone event) notify Daiichi Sankyo in writing of the achievement of any such milestone event. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount of the corresponding milestone payment. Rain shall pay Daiichi Sankyo within [***] after receipt of an invoice therefor from Daiichi Sankyo. If at the time any given milestone payment set forth in this Section 5.2 is due [***] and one or more preceding milestone payments for antecedent milestone events [***] have not been paid, then such unpaid precedent milestone payments shall be paid at such time as well. Notwithstanding the foregoing, [*Redacted**], then, milestone event a) and b) are achieved and milestone payments for milestone event a) and b) shall become due. Rain shall notify Daiichi Sankyo in writing (i) [***] after the achievement of such milestone event (“First Notice”) ); and (ii) the number of days that equals to the positive result of the period of time that a Regulatory Authority takes to provide feedbacks on the corresponding [**Redacted**] (“Second Noticeminus [**Redacted**] days.”). Daiichi Sankyo shall issue Rain invoice for milestone event b) after receiving First Notice and issue invoice for milestone event a) after receiving Second Notice, which invoices Rain shall pay Daiichi Sankyo in accordance with this Section 5.2. For clarity, Rain shall be required to pay each development milestone payment only once, regardless of the order in which the milestone events occur.

Development Milestones. As further consideration for Daiichi Sankyo’s grant Subject to the remainder of the rights and licenses to Rain hereunderthis Section 9.4, Rain Pfizer shall pay Daiichi Sankyo to Sangamo the following nonrefundablenon-refundable, non-creditable, one-time milestone creditable payments with respect to set forth in the Product table below upon achievement the first occurrence of the development milestone events described below. applicable event listed below for [*] Products (whether SB- 525 or other Product) to achieve such event (whether by Sangamo or its Affiliates for Milestone Event #1 for SB-525 or by Pfizer and its respective Affiliates or Sublicensees for all other Milestone Events): Milestone Event Milestone Payment Amount a) for SB-525 Milestone Payment for Products other than SB-525 [***] [*] [** ] b(i) For milestone #7, “[*]” means that, at the time in question, the applicable Product [*]; such milestone shall be paid [*]. For clarity, [*] the applicable Product [*] For example, [*]. (ii) The clinical Milestone Events set forth above (i.e., Milestone Events #[*]) shall be deemed achieved and the corresponding Milestone Payments payable, if not already achieved and paid, upon the achievement of any Milestone Event with a higher number. Milestone Events for [*] (i.e., Milestone Events #[*]) shall be deemed achieved and the corresponding milestone payments payable, if not already achieved and paid, upon the achievement of the [*] in the corresponding country or territory (i.e., milestone event #[*], as applicable). Without limiting the foregoing, the Milestone Event #[*] shall be paid no later than the due date for the Milestone Event #[*]. (iii) Each of the Milestone Payments #[*] set forth above shall be payable either (A) [***] [*** ] cor (B) [*], except that Milestone Payment #[*], and Milestone Payment #[*]. If the [*], and if [*] achieves a Milestone Event that [*** ] d) ] and for which [**], then [*] [*** ] e) [***] [*** ] f) [***] [*** ] g) [***] [*** ] h) [***] [*** ] i) [***] [*** ] j) [***] [*** ] k) [***] [*** ] l) [***] [*** ] m) [***] [*** ] n) [***] [*** ] Rain shall [***] (and in any event within [***] after achievement of such milestone event) notify Daiichi Sankyo in writing on account of the achievement of any such milestone event. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount of the corresponding milestone payment. Rain shall pay Daiichi Sankyo within Milestone Event [**]. (iv) The maximum amount payable under this Section 9.4 is (A) for SB-525, two hundred ninety five million Dollars ($295,000,000), (B) for a Product which is not SB-525, one hundred seventy-five million Dollars ($175,000,000) ([*] after receipt of an invoice therefor from Daiichi Sankyo. If at the time any given milestone payment set forth in this Section 5.2 is due if [***] and one or more preceding milestone payments for antecedent milestone events [***] have not been paid, then such unpaid precedent milestone payments shall be paid at such time as well. Notwithstanding the foregoing, [***], then, milestone event a) and b) are achieved and milestone payments for milestone event a) and b) shall become due. Rain shall notify Daiichi Sankyo in writing (i) [***] after the achievement of such milestone event (“First Notice”) and (iiC) on [***] for all Products, four hundred seventy million Dollars (“Second Notice”$470,000,000). Daiichi Sankyo shall issue Rain invoice for milestone event b) after receiving First Notice and issue invoice for milestone event a) after receiving Second Notice, which invoices Rain shall pay Daiichi Sankyo in accordance with this Section 5.2. For clarity, Rain shall be required to pay each development milestone payment only once, regardless of the order in which the milestone events occur.

Development Milestones. As further (a) In partial consideration for Daiichi Sankyo’s grant of the rights and licenses granted by ▇▇▇▇▇▇▇▇▇ to Rain hereunderAstraZeneca hereunder and subject to the terms of this Agreement, Rain shall on a Candidate Product-by-Candidate Product or a Licensed Product-by-Licensed Product basis, as applicable, and on an Indication-by-Indication basis (subject to Section 9.3.1(c)), from and after the Effective Date, AstraZeneca will pay Daiichi Sankyo to Cellectis the following nonrefundable, non-creditablerefundable, one-time one (1)-time milestone payments set forth in Table 9.3.1(a) below (each, a “Development Milestone Payment”) following the first achievement during the Term of each of the corresponding milestone events (each, a “Development Milestone Event”) with respect to such Candidate Product or Licensed Product by or on behalf of AstraZeneca, any of its Affiliates, or any of their respective Sublicensees (or, with respect to the Product upon achievement of the development milestone events described below[***] or [***], by or on behalf of Cellectis). Milestone Event Payment Amount a) [***] [*** ] b) *] [***] [*** ] c) *] [***] [*** ] d) *] [***] [*** ] e) *] [***] [*** ] f) *] [***] [*** ] g) *] [***] [*** ] h) *] [***] [*** *] i) [***] [*** ] j) *] [***] [*** ] k) *] [***] [*** ] l) *] [***] [*** *] m) [***] [*** *] n) [***] [*** ] Rain *] (b) AstraZeneca shall give Cellectis written notice of the achievement of each Development Milestone Event achieved by AstraZeneca any of its Affiliates no later than [***] after achievement thereof (and in or, with respect to any event Development Milestone Event achieved by any of AstraZeneca’s or its Affiliates’ Sublicensees, no later than [***] after AstraZeneca has been notified of such achievement). Cellectis shall submit an invoice to AstraZeneca promptly following receipt of such notice (or, with respect any [***] or [***] achieved by or on behalf of Cellectis, together with written notice regarding the achievement) for the full amount of the corresponding Development Milestone Payment, which amount will be payable within [***] after achievement of such milestone event) notify Daiichi Sankyo in writing AstraZeneca’s receipt of the applicable invoice. (c) Each Development Milestone Payment will be payable upon the first achievement of any such milestone event. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount of the corresponding milestone paymentDevelopment Milestone Event with respect to a Licensed Product for the [***]. Rain shall pay Daiichi Sankyo within If the receipt of Regulatory Approval with respect to such Licensed Product for [***] after receipt of an invoice therefor from Daiichi Sankyo. If at the time any given milestone payment set forth in this Section 5.2 is due [***] and one or more preceding milestone payments for antecedent milestone events [***] have not been paid, then such unpaid precedent milestone payments shall be paid at such time as well. Notwithstanding the foregoing, requires [***], then, milestone event a) and b) are achieved and milestone payments for milestone event a) and b) shall become due. Rain shall notify Daiichi Sankyo in writing (i) an amount equal to [***] after of the achievement full amount of such milestone event (“First Notice”) and (ii) on the Development Milestone Payment applicable to [***] (“Second Notice”). Daiichi Sankyo such Licensed Product shall issue Rain invoice for milestone event b) after receiving First Notice and issue invoice for milestone event a) after receiving Second Notice, which invoices Rain shall pay Daiichi Sankyo in accordance with this Section 5.2. For clarity, Rain shall be required to pay each development milestone payment only once, regardless of the order in which the milestone events occurbecome payable hereunder; [***].