Common use of Exceptions; Additional Conditions Clause in Contracts

Exceptions; Additional Conditions. Notwithstanding the foregoing, the following shall apply: (i) With respect to a Development Milestone Product from the [***] or [***] for which Merck has issued an Elected Candidate Notice pursuant to Section 2.11(d), the Milestone Payment [***]. Furthermore, if a Milestone Event is achieved that triggers a Milestone Payment set forth in Table 1 below for a given Development Milestone Product, and the preceding Milestone Events set forth in Table 1 for such Development Milestone Product have not occurred such that the previous Milestone Payments set forth in Table 1 have not been previously paid for such Development Milestone Product (to the extent such Milestone Payment would otherwise be payable with respect to such Development Milestone Product), then all such previous Milestone Payments shall become due and payable upon achievement of such Milestone Event for such Development Milestone Product. (ii) In the event that more than one Milestone Event set forth in Table 2 are achieved in the same Calendar Year with respect to a Product, Milestone Payments will be payable with respect to each such Milestone Event [***]. (iii) In all cases, the maximum number of times a Milestone Payment shall be payable for a given Milestone Event is [***].