Common use of Milestone Payments Clause in Contracts

Milestone Payments. (a) Upon regulatory approval of the Product in Canada, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (b) Upon regulatory approval of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c) If Net Sales of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieved. (d) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. Upon first achievement of a milestone event described below in this Section 9.2 (a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows: (a) Upon regulatory approval of the Product in Canada, within five (5) Business Days Endo will pay via wire to Vyrix […***…] [ ***]. (b) Upon regulatory approval of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…] [ ***]. (c) If Net Sales of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix […[ ***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieved. (d) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […[ ***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […[ ***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […[ ***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […[ ***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […[ ***…] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. This The Milestone Payment shall only be due once, if at all, and Payments shall be due and payable sixty (60) days following the end with respect to Initiation of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicableany RevMed Study only if [***].

Milestone Payments. (a) Upon regulatory approval Enzon shall pay Santaris a milestone payment (each, an “Event Milestone Payment”) in respect of each of the following events (each, an “Event Milestone”) in the amounts set forth below no later than thirty (30) days after the occurrence of each Event Milestone: Event Milestone Event Milestone Payment (i) Determination by n/a n/a US[**Redacted**] Enzon to per Additional [**Redacted**] Target (ii) Filing of an IND in US[**Redacted**] US[**Redacted**] US[**Redacted**] the Enzon Territory for per Additional the first Product Target Event Milestone Event Milestone Payment (iii) Completion of US[**Redacted**] US[**Redacted**] US[**Redacted**] [**Redacted**] per Additional (iv) Acceptance of filing US[**Redacted**] US[**Redacted**] US[**Redacted**] of a MAA for the first per Additional Product in Canada, within five the Enzon Target Territory (5v) Business Days Endo will pay via wire to Vyrix […Launch of the first US[**Redacted**] US[**Redacted*…].*] US[**Redacted**] Product for each Target per Additional in the Enzon Territory Target (b) Upon regulatory approval Regardless of the Product in number of Selected LNA Compounds or Products developed by Enzon with respect to each Enzon Target, each of the Republic of South Africa, within five Event Milestone Payments set forth above shall be paid only one (51) Business Days Endo will pay via wire to Vyrix […***…]time for each Enzon Target. (c) If Net Sales the Event Milestone Payment set forth in Section 7.4(a)(ii), (iii) or (iv) is achieved without triggering one or more of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”)preceding Event Milestone Payments, Endo then Enzon shall pay Vyrix […***…]. This to Santaris the preceding Event Milestone Payments that were not paid on the date that such later Event Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieveddue. (d) If Net Sales Enzon has given Santaris any notice of termination of this Agreement in its entirety under Section 10.2, Enzon shall not be liable for the Product in any Calendar Year exceed […***…] (Event Milestone Payments that first accrue after the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end date of the applicable Calendar Year in which the Second Net Sales Threshold is achievedsuch notice. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. Subject to this Section 6.2 and Article 7, in addition, Harmony shall pay to Bioprojet additional Development milestone payments as follows: (a) Upon regulatory approval a one-time, non-creditable, non-refundable payment in an amount of the Product in Canada, within five (5) Business Days Endo will pay via wire to Vyrix […***…].] USD upon the first NDA Regulatory Approval by the FDA for the first of the NF1 or the NF2 (or any replacement or substitute thereof approved for Development pursuant to Section 4.3(a)), to be granted NDA Regulatory Approval by the FDA; (b) Upon regulatory approval a one-time, non-creditable, non-refundable payment in an amount of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…].] USD upon the NDA Regulatory Approval for the second of the NF1 or the NF2 (or any replacement or substitute thereof approved for Development pursuant to Section 4.3(a)), to be granted its first NDA Regulatory Approval by the FDA; (c) If Net Sales With respect to each Additional Indication or Additional Formulation of the Product a Product: (i) a one-time, non-creditable, non-refundable payment in any Calendar Year exceed an amount of […***…] USD upon the first IND Acceptance by the FDA with respect to each Additional Indication or Additional Formulation; (ii) a one-time, non-creditable, non-refundable payment of one of the “First Net Sales Threshold”), Endo shall pay Vyrix following: 1) […***…]. This Milestone Payment shall only be due once; or 2) [***], if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieved[***]. (d) If Net Sales Harmony shall notify Bioprojet in writing after the first achievement by ▇▇▇▇▇▇▇, or any of the Product its Affiliates or Sublicensees, of each milestone set out in this Section 6.2 promptly, but in no event more than five (5) calendar days thereafter and pay any Calendar Year exceed […***…] corresponding milestone payment within fifteen (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (6015) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achievedsuch achievement. (e) If Net Sales Each Development Milestone Payment shall be payable only on the first occurrence of the corresponding Development Milestone and none of the Development Milestone Payments shall be payable more than once, provided that the Development Milestone Payments set forth in Section 6.2(c) shall be paid for each Additional Indication or Additional Formulation of the Product with respect and nothing in this Agreement shall give rise to or increase any Calendar Year exceed […***…] (milestone payment under the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]LCA. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved.​ (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”)The Parties acknowledge that no Development Milestone Payments, Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and royalties or other payments shall be due and payable sixty (60with respect to the Product(s) days following pursuant to any other agreements between the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achievedParties. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. In the event that Ginkgo uses any of the BLI Proprietary Workflows identified in Exhibit D to conduct Commercial Services for a Third Party customer and such Commercial Services [***] result in the discovery of an Antibody to be used as the active ingredient in a therapeutic product for which a Third Party [***] (each such Antibody subject to this Section 7.4.2 (Milestone Payments), a “Discovered Antibody”), then, on a Discovered Antibody-by-Discovered Antibody basis, in the event such Third Party (a) Upon regulatory approval achieves any of the Product milestone events noted below in CanadaTable 7.4.2 (each, within five a “Milestone Event”) with respect to a Discovered Antibody and (5b) Business Days Endo makes a payment to Ginkgo in connection with such Milestone Event, then Ginkgo will pay via wire to Vyrix BLI […***…]. ] percent (b) Upon regulatory approval of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c%) If Net Sales of such payment received by Ginkgo from such Third Party up to the amount of the Product corresponding “Maximum Milestone Payment” for such milestone event set forth below in any Calendar Year exceed Table 7.4.2 (each, a “Milestone Payment”. Notwithstanding anything to the contrary in this Agreement, in no event shall a Discovered Antibody include (x) an Antibody […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix e.g. […***…]) through the conduct of Commercial Services by Ginkgo or (y) an Antibody [***]. This [***] $ [*** ] [***] $ [*** ] [***] $ [*** ] [***] $ [*** ] Each Milestone Payment shall be payable only be due onceonce for each and every Discovered Antibody. If any Milestone Event is achieved for any Discovered Antibody before any of the preceding Milestone Events are achieved for such Discovered Antibody, if at all, and shall then all the Milestone Payments for such unachieved preceding Milestone Events will be due and payable sixty (60) days following with the end of Milestone Payment for the applicable Calendar Year in which the First Net Sales Threshold is Milestone Event that was achieved. (d) If Net Sales of the Product in any Calendar Year exceed . For example, […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. (a) Upon regulatory approval In addition to the Closing Payment, subject to this Section 2.3.2, Purchaser shall pay or cause to be paid to Seller the following additional amounts (each, a “Milestone Payment”) upon the achievement by or on behalf of Purchaser or its Affiliates, licensees, sublicensees or transferees, if any, of the following events with respect to the Product in Canadaand the Third Generation Product (each, within five (5) Business Days Endo will pay via wire to Vyrix […a “Milestone Event”): ***…Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (i) $12,500,000 upon the FDA’s granting of Regulatory Approval of an NDA for a Third Generation Product that practices a patent listable in the Orange Book that has an expiration date which is January 1, 2025 or later; (ii) [***]; (iii) [***]; (iv) [***]; (v) [***]; (vi) [***]; and (vii) [***]. (b) Upon regulatory approval of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c) If Net Sales of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieved. (d) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, (i) notwithstanding anything to the contrary herein, each Milestone Payment shall be due and payable only once; and, (ii) with respect to the Milestone Events set forth in Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) above, in the event that more than one Milestone Event is achieved in [***], Purchaser shall pay Seller Milestone Payments for each Milestone Event that is achieved unless, with respect to any such Milestone Event, Seller has previously been paid for achieving such Milestone Event. By way of example only, (A) if aggregate Net Sales reach [***], Purchaser shall pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) ([***]) and 2.3.2(a)(iii) ([***]); and (ii) if aggregate Net Sales reach [***] during the following [***], Purchaser shall pay Seller the Milestone Payment associated with Section 2.3.2(a)(iv) ([***]), but would not pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) or 2.3.2(a)(iii) since Seller had previously received Milestone Payments with respect to those Milestone Events. (c) The Milestone Payment due and payable under Section 2.3.2(a)(i) shall be paid by Purchaser to Seller promptly (but no more than thirty (30) days) following the occurrence of the Milestone Event and all Milestone Payments due and payable under Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) shall be paid by Purchaser to Seller promptly (but no more than seventy-five (75) days) following the end of the Calendar Year in which the applicable Milestone Event occurred (but subject to the limitation in Section 2.3.2(b) that each Milestone shall be due and payable only once), in each case, by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser. (d) Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any Seller Product to keep copies of the case study reports related to the in vitro and in vivo abuse liability studies in the development plan set forth in Section 2.3.2(d) of the Seller Disclosure Schedule (the “Development Plan”) and keep reasonable, correct and complete books and records substantiating the Net Sales Thresholds amounts recognized in each Calendar Year, in each case, as related to achieving the ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Milestone Events (the “Milestone Information”) and shall maintain such Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Until the first Calendar Year following the Calendar Year in which the Reporting Period terminates, Purchaser shall provide Seller, (i) on a quarterly basis, not later than forty-five (45) days after the end of each Calendar Quarter other than the Calendar Quarter ended December 31, the quarterly Net Sales Reports; and (ii) on an annual basis, not later than sixty (60) days after the end of each Calendar Year, the annual Net Sales Reports, in each case as provided in Section 6.13. Seller’s inspection and audit rights with respect to the Milestone Information and Net Sales Reports are cumulativeset forth in Section 6.13. (e) Prior to the expiration of the Reporting Period, meaning that (a) should they if Purchaser and its Affiliates transfer, sell, license, convey or otherwise dispose of all be achieved Endo shall owe Vyrix a total aggregate amount or substantially all of (Seller’s and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000its Affiliates’ rights in the Product Business or, with respect to Section 2.3.2(a)(i), the rights to the Third Generation Product, Purchaser shall (i) remain responsible for all of its obligations with respect to the Milestone Payments set forth in this Section 2.3.2; and (bii) cause the transferee, licensee or assignee of such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicabletransferred material rights to comply with this Section 2.3.2.

Milestone Payments. (a) Upon regulatory approval Enzon shall pay Santaris a milestone payment (each, an “Event Milestone Payment”) in respect of each of the following events (each, an “Event Milestone”) in the amounts set forth below no later than thirty (30) days after the occurrence of each Event Milestone: (i) Determination by Enzon to [**Redacted**] n/a n/a US[**Redacted**] per Additional [**Redacted**] Target (ii) Filing of an IND in the Enzon Territory for the first Product US[**Redacted**] US[**Redacted**] US[**Redacted**] per Additional Target (iii) Completion of [**Redacted**] US[**Redacted**] US[**Redacted**] US[**Redacted**] per Additional Target (iv) Acceptance of filing of a MAA for the first Product in Canada, within five (5) Business Days Endo will pay via wire to Vyrix […the Enzon Territory US[**Redacted**] US[**Redacted*…].*] US[**Redacted**] per Additional Target (v) Launch of the first Product for each Target in the Enzon Territory US[**Redacted**] US[**Redacted**] US[**Redacted**] per Additional Target (b) Upon regulatory approval Regardless of the Product in number of Selected LNA Compounds or Products developed by Enzon with respect to each Enzon Target, each of the Republic of South Africa, within five Event Milestone Payments set forth above shall be paid only one (51) Business Days Endo will pay via wire to Vyrix […***…]time for each Enzon Target. (c) If Net Sales the Event Milestone Payment set forth in Section 7.4(a)(ii), (iii) or (iv) is achieved without triggering one or more of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”)preceding Event Milestone Payments, Endo then Enzon shall pay Vyrix […***…]. This to Santaris the preceding Event Milestone Payments that were not paid on the date that such later Event Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieveddue. (d) If Net Sales Enzon has given Santaris any notice of termination of this Agreement in its entirety under Section 10.2, Enzon shall not be liable for the Product in any Calendar Year exceed […***…] (Event Milestone Payments that first accrue after the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end date of the applicable Calendar Year in which the Second Net Sales Threshold is achievedsuch notice. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. (a) Upon regulatory approval In addition to the Closing Payment, subject to this Section 2.3.2, Purchaser shall pay or cause to be paid to Seller the following additional amounts (each, a “Milestone Payment”) upon the achievement by or on behalf of Purchaser or its Affiliates, licensees, sublicensees or transferees, if any, of the following events with respect to the Product in Canadaand the Third Generation Product (each, within five (5) Business Days Endo will pay via wire to Vyrix […a “Milestone Event”): ***…Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (i) $12,500,000 upon the FDA’s granting of Regulatory Approval of an NDA for a Third Generation Product that practices a patent listable in the Orange Book that has an expiration date which is January 1, 2025 or later; (ii) $7,500,000 upon aggregate Net Sales in a single Calendar Year first reaching $75,000,000; (iii) [***] upon reaching aggregate Net Sales in a single Calendar Year first reaching [***].; (iv) [***] upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; (v) [***] upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; (vi) [***] upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; and (vii) [***] upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; (b) Upon regulatory approval of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c) If Net Sales of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieved. (d) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, (i) notwithstanding anything to the contrary herein, each Milestone Payment shall be due and payable only once; and, (ii) with respect to the Milestone Events set forth in Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) above, in the event that more than one Milestone Event is achieved in a single Calendar Year, Purchaser shall pay Seller Milestone Payments for each Milestone Event that is achieved unless, with respect to any such Milestone Event, Seller has previously been paid for achieving such Milestone Event. By way of example only, (A) if aggregate Net Sales reach [***] during the Calendar Year, Purchaser shall pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) ($7,500,000) and 2.3.2(a)(iii) ([***]); and (ii) if aggregate Net Sales reach [***] during the following Calendar Year, Purchaser shall pay Seller the Milestone Payment associated with Section 2.3.2(a)(iv) ([***]), but would not pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) or 2.3.2(a)(iii) since Seller had previously received Milestone Payments with respect to those Milestone Events. (c) The Milestone Payment due and payable under Section 2.3.2(a)(i) shall be paid by Purchaser to Seller promptly (but no more than thirty (30) days) following the occurrence of the Milestone Event and all Milestone Payments due and payable under Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) shall be paid by Purchaser to Seller promptly (but no more than seventy-five (75) days) following the end of the Calendar Year in which the applicable Milestone Event occurred (but subject to the limitation in Section 2.3.2(b) that each Milestone shall be due and payable only once), in each case, by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser. (d) Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any Seller Product to keep copies of the case study reports related to the in vitro and in vivo abuse liability studies in the development plan set forth in Section 2.3.2(d) of the Seller Disclosure Schedule (the “Development Plan”) and keep reasonable, correct and complete books and records substantiating the Net Sales Thresholds amounts recognized in each Calendar Year, in each case, as related to achieving the ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Milestone Events (the “Milestone Information”) and shall maintain such Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Until the first Calendar Year following the Calendar Year in which the Reporting Period terminates, Purchaser shall provide Seller, (i) on a quarterly basis, not later than forty-five (45) days after the end of each Calendar Quarter other than the Calendar Quarter ended December 31, the quarterly Net Sales Reports; and (ii) on an annual basis, not later than sixty (60) days after the end of each Calendar Year, the annual Net Sales Reports, in each case as provided in Section 6.13. Seller’s inspection and audit rights with respect to the Milestone Information and Net Sales Reports are cumulativeset forth in Section 6.13. (e) Prior to the expiration of the Reporting Period, meaning that (a) should they if Purchaser and its Affiliates transfer, sell, license, convey or otherwise dispose of all be achieved Endo shall owe Vyrix a total aggregate amount or substantially all of (Seller’s and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000its Affiliates’ rights in the Product Business or, with respect to Section 2.3.2(a)(i), the rights to the Third Generation Product, Purchaser shall (i) remain responsible for all of its obligations with respect to the Milestone Payments set forth in this Section 2.3.2; and (bii) cause the transferee, licensee or assignee of such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicabletransferred material rights to comply with this Section 2.3.2.

Milestone Payments. MorphoSys shall pay to Emergent the milestone payments described in this Section 8.2 upon achievement (afirst occurrence) Upon regulatory approval of the Product in Canadacorresponding milestone event; provided, within five (5) Business Days Endo will pay via wire to Vyrix however, that a […***…]. . MorphoSys shall promptly notify Emergent in writing of, but in no event later than ten (b10) Upon regulatory approval calendar days after, the achievement, or in case of the Product in the Republic a MorphoSys sublicensee achieving such milestone no later than ten (10) calendar days after receipt of South Africanotice by such sublicensee, within five of each such milestone event (5each, a “Milestone Notification Notice”) Business Days Endo will pay via wire achieved by it and Emergent shall provide a respective invoice to Vyrix […***…]. (c) If Net Sales of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”), Endo MorphoSys. MorphoSys shall pay Vyrix […***…]the applicable milestone payment by wire transfer of immediately available funds into an account designated by Emergent within sixty (60) calendar days after receipt of such written undisputed invoice pursuant to Section 8.8; provided, however, that in no event shall a failure to deliver a Milestone Notification Notice relieve MorphoSys of its obligation to pay Emergent the milestone payments described in this Section 8.2. This Milestone Payment Each such payment is nonrefundable and noncreditable against any other payments due hereunder and is only payable on the first Product to achieve such milestone event. Each milestone payment shall only be due oncefor the first Product to achieve the applicable milestone, if at allon an Indication-by-Indication basis, irrespective of the number of Products that may subsequently achieve the applicable milestone event. For clarity, all milestone payments will be made once only. 1. [intentionally left blank] [intentionally left blank] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] For clarity, for the fourth and subsequent Indications, no further development milestone payments shall be due under this Agreement. If milestone event 5 described in the preceding table under the heading “Development Milestone Event” is achieved before the achievement of milestone event 4 listed under such heading, then milestone event 4 shall be deemed automatically achieved, and the corresponding milestone payment shall be due and payable sixty (60) days following together with the end payment of the applicable Calendar Year milestone payment for the subsequent milestone event. If milestone event 7 described in which the First Net Sales Threshold preceding table under the heading “Development Milestone Event” is achieved before the achievement of milestone event 6 listed under the such heading, then milestone event 6 shall be deemed automatically achieved. (d) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and the corresponding milestone payment shall be due and payable sixty (60) days following together with the end payment of the applicable Calendar Year in which milestone payment for the Second Net Sales Threshold is achievedsubsequent milestone event. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. In partial consideration for the licenses and rights granted to Schering hereunder, Schering shall pay Santarus the following amounts (each, a “Milestone Payment”) within thirty (30) days (or such time as may apply with respect to Milestones 4 through 7 as set forth in proviso (7), below) following the first achievement by Schering, its Affiliates and/or Sublicensee(s), as the case may be, of each of the following milestones (“Milestones”): 1. [***] US$[***] 2. [***] US$[***] 3. [***] US$[***] 4. First time in which annual Net Sales of Licensed Products in the Territory reach or exceed at least US$ [***] US$[***] 5. First time in which annual Net Sales of Licensed Products in the Territory reach or exceed at least US$ [***] US$[***] 6. First time in which annual Net Sales of Licensed Products in the Territory reach or exceed at least US$ [***] US$[***] 7. First time in which annual Net Sales of Licensed Products in the Territory reach or exceed at least US$ [***] US$[***] provided that: (1) each such Milestone Payment shall be made only one time, regardless of how many times such Milestone is achieved thereafter; (2) Schering shall promptly notify Santarus of the occurrence of each Milestone; (3) except as otherwise provided in Section 5.2.1 below, payment shall not be owed for a Milestone which is not reached; (4) each such payment shall be non-refundable and non-creditable against other amounts due to Santarus; (5) With respect to Milestone 1, above, in the event that: (a) Upon regulatory approval of the Product in Canada, within five (5) Business Days Endo will pay via wire to Vyrix […***…], and/or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) Upon regulatory approval of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c) If Net Sales of the Product ] then, in any Calendar Year exceed each case, […***…] (shall not trigger payment of the “First Net Sales Threshold”)milestone amount set forth for Milestone 1; provided, Endo shall pay Vyrix however, that […***…]. This , then the amount set forth for Milestone Payment shall only be due once1, if at allnot previously paid, and shall then become due; (6) [***]; and (7) Annual Net Sales shall be measured on a calendar year basis; provided, however, that, if the Annual Net Sales amounts set forth for each of Milestones 4 through 7 are achieved prior to the fourth calendar quarter of the applicable calendar year, then the corresponding milestone amounts shall be due and payable sixty following the applicable calendar quarter in which such Annual Net Sales are achieved. For purposes of example only, in the event that the annual Net Sales exceed $[***] for the first time during the third calendar quarter of a given calendar year, the corresponding milestone amount of $[***] would be due following the end of such calendar quarter. Payments for Milestones 4 through 7 shall be made thirty (6030) days following the end of the applicable Calendar Year calendar quarter in which the First such Annual Net Sales Threshold is are achieved. (d) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. In the event that Ginkgo uses any of the BLI Proprietary Workflows identified in Exhibit D to conduct Commercial Services for a Third Party customer and such Commercial Services [***] result in the discovery of an Antibody to be used as the active ingredient in a therapeutic product for which a Third Party [***] (each such Antibody subject to this Section 7.4.2 (Milestone Payments), a “Discovered Antibody”), then, on a Discovered Antibody-by-Discovered Antibody basis, in the event such Third Party (a) Upon regulatory approval achieves any of the Product milestone events noted below in CanadaTable 7.4.2 (each, within five a “Milestone Event”) with respect to a Discovered Antibody and (5b) Business Days Endo makes a payment to Ginkgo in connection with such Milestone Event, then Ginkgo will pay via wire to Vyrix BLI […***…]. ] percent (b) Upon regulatory approval of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c%) If Net Sales of such payment received by Ginkgo from such Third Party up to the amount of the Product corresponding “Maximum Milestone Payment” for such milestone event set forth below in any Calendar Year exceed Table 7.4.2 (each, a “Milestone Payment”. Notwithstanding anything to the contrary in this Agreement, in no event shall a Discovered Antibody include (x) an Antibody […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix e.g. […***…]) through the conduct of Commercial Services by Ginkgo or (y) an Antibody [***]. This [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] Each Milestone Payment shall be payable only be due onceonce for each and every Discovered Antibody. If any Milestone Event is achieved for any Discovered Antibody before any of the preceding Milestone Events are achieved for such Discovered Antibody, if at all, and shall then all the Milestone Payments for such unachieved preceding Milestone Events will be due and payable sixty (60) days following with the end of Milestone Payment for the applicable Calendar Year in which the First Net Sales Threshold is Milestone Event that was achieved. (d) If Net Sales of the Product in any Calendar Year exceed . For example, […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. In further consideration of the rights granted by Indevus hereunder, Odyssey shall pay Indevus the following non-refundable milestone payments (creditable solely to the extent specifically set forth herein), contingent upon occurrence of the specified event, with each milestone payment to be made no more than once with respect to the achievement of such milestone (but payable the first time such milestone is achieved): (a) Upon regulatory approval Subject to Section 12.2(a), US $120,000,000 (one hundred twenty million dollars) no later than FDA Approval of Trospium Twice-Daily; (b) US $[*] upon the initiation (enrollment of the Product first patient) of the first clinical trial of Trospium Once-Daily that commences after the Effective Date that is designed to be sufficient to obtain FDA Approval of Trospium Once-Daily; (c) US $[*] upon the submission of an NDA related to Trospium Once-Daily under section 505(b)(1) of the Act; (d) US $[*] upon FDA Approval of Trospium Once-Daily, provided that FDA Approval of Trospium Once-Daily occurs on or before [*] (the “Approval Date”); provided, further that, (i) subject to Section 12.2(b), Odyssey shall have no obligation to pay the milestone set forth in Canadasub-sections 6.2(d) or 6.2(e) in the event it advises Indevus in writing no later than the Approval Date that it does not intend to proceed with the launch of Trospium Once-Daily and (ii) in the event that the Parties mutually agree to submit an NDA including comparative and placebo controlled studies, then such Approval Date shall be extended to [*]; (e) US $20,000,000 (twenty million dollars) (the “Final Milestone”) on December 31, 2013, provided that at such date [*]; provided, further, that in the event that [*], Odyssey shall place the Final Milestone in escrow pursuant to an escrow agreement which shall provide that the Final Milestone shall be released, with interest, to Indevus in the event that [*]. Such escrow agreement shall also provide that in the event that [*] prior to the [*] of the [*], the Final Milestone with interest shall be released to Odyssey. The aggregate amount of milestones (c) and (d) above (US$[*]) will be either (i) credited by the amount by which costs and expenses associated with the development of Trospium Once-Daily, including costs of Registration Studies, are less than US$[*]or (ii) increased by the amount by which costs and expenses associated with the development of Trospium Once-Daily, including costs and expenses of Registration Studies, are greater than US$[*], provided, however, that such credit or increase, as applicable, shall apply only in calculating the amount payable for milestone payment (d). For example, if costs and expenses associated with the development of Trospium Once-Daily, including costs and expenses of Registration Studies, amount to US$[*], then US$[*] will credited to Odyssey against milestone payment (d), and if costs and expenses associated with the development of Trospium Once-Daily, including costs and expenses of Registration Studies, amount to US$[*], milestone payment (d) will be increased by US$[*]. Each milestone payment shall be deemed earned as of the achievement of the related milestone event and shall be made by Odyssey within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (b) Upon regulatory approval after the achievement of the Product in the Republic of South Africa, within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c) If Net Sales of the Product in any Calendar Year exceed […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix […***…]each milestone event. This Milestone Payment shall only be due once, if at all, and All milestone payments shall be due and payable sixty (60) days following the end made by wire transfer to Indevus of the applicable Calendar Year in which the First Net Sales Threshold is achievedimmediately available funds. (d) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable.

Milestone Payments. CureVac will make milestone payments (aeach, a “Milestone Payment”) Upon regulatory approval to Acuitas upon the first occurrence of each of the milestone events (each, a “Milestone Event”) by Licensed Product as set forth below in Canada, this Section 4.1. CureVac will notify Acuitas of the achievement of each Milestone Event within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (b) Upon regulatory approval **] business days of the Product in the Republic of South Africa, such achievement. Each Milestone Payment will be payable to Acuitas by CureVac within five (5) Business Days Endo will pay via wire to Vyrix […***…]. (c) If Net Sales **] days of the Product in achievement of the specified Milestone Event and receipt of a respective invoice from Acuitas, and such payments when owed or paid will be non-refundable and non-creditable. If one or more of the Milestone Events set forth below are not achieved or not required for any Calendar Year exceed reason, the payment for such skipped Milestone Event will be due […***…] (the “First Net Sales Threshold”), Endo shall pay Vyrix **]. The maximum total of all Milestone Payments for all Licensed Products payable under this License Agreement is […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieved. (d) If Net Sales of the Product in any Calendar Year exceed **] […***…**] (the “Second Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed **] […***…**] (the “Third Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed **] […***…**] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed **] […***…**] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed **] […***…**] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and **] *[*****] payments are payable sixty (60) days following for the end of [*****] for the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. [*****] For the avoidance of doubt, only license agreements concluded on the Net Sales Thresholds are cumulative, meaning that basis of the Development and Option Agreement will count towards the number of Active Agreements for the applicable [*****] payments. Provided a Licensed Product under this License Agreement is the first product comprised of Lipid Nanoparticles (aLNP) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in containing one or more Calendar Years as applicablemRNA Constructs intended to express a protein that is a licensed product under this or any other exclusive license agreement entered into between the Parties on the basis of the Development and Option Agreement to reach a ▇▇▇▇▇ ▇, ▇▇▇▇▇ 2 or Phase 3 milestone, the first three clinical Milestone Payments (i.e., [*****] If a Licensed Product under this License Agreement is not the first product under any exclusive license agreement entered into between the Parties on the basis of the Development and Option Agreement, but the first (and any subsequent) exclusive license agreement is terminated and the Licensed Product under this License Agreement therefore becomes the “first product” (i.e., no other exclusive license agreement under the Development and Option Agreement takes such place), [*****] in clinical development milestones will be applied to the Licensed Product under this License Agreement for any clinical milestones not achieved under the first or any subsequent exclusive license agreements.

Milestone Payments. (a) Upon regulatory approval ONCORUS shall pay the following milestone payments to NOF upon the occurrence of the Product relevant milestone event (“Milestone Payments”). ONCORUS shall report the occurrence of each milestone event to NOF promptly, and in Canada, within five (5) Business Days Endo will pay via wire to Vyrix any case no later than […***…] business days after the occurrence of such milestone event. In the addition to the foregoing, ONCORUS shall also notify NOF promptly whenever [***]. (ba) Upon regulatory approval When ONCORUS achieves any of the Product milestones set forth in the Republic “Milestone Event” column in the following Table 1 in respect of South Africaany ONCORUS Product for any Indication for the first time, within five ONCORUS shall pay the Milestone Payment set forth in the corresponding box in the “Milestone Payment (5) Business Days Endo US Dollars)” column (the “Table 1 Milestone Payments”). However, if any other ONCORUS Product subsequently achieves the same Milestone Event, ONCORUS will not pay via wire to Vyrix the Table 1 Milestone Payment in respect of such ONCORUS Product. As an illustrative example, […***…]. For clarity, each of the Table 1 Milestone Payment shall only be paid once, and the total amount of potential Milestone Payments payable under this Section 3.2(a) will be USD [***]. For further clarity, [***]. As an illustrative example, [***]. [***] A1 [***] [***] A2 [***] [***] A3 [***] [***] A4 [***] [***] A5 [***] [***] A6 [***] [***] A7 [***] [***] A8 [***] [***] A9 [***] (b) If any ONCORUS Product first achieves a code “A” milestone set forth in the “Corresponding Milestone” column in the following Table 2, triggering the corresponding Table 1 Milestone Payment under Section 3.2(a), and any other (i.e., different) ONCORUS Product subsequently achieves the code “B” milestone corresponding to the code “A” milestone that was achieved, ONCORUS shall pay, for each such other (different) ONCORUS Product, the Milestone Payment set forth in the corresponding box in the “Milestone Payment (US Dollars)” column. If such ONCORUS Product achieves the milestone B7, B8 or B9 without achieving the milestone B3 [***], the Milestone Payment for the milestone B3 shall become due and payable when such ONCORUS Product achieves the milestone event designated as B7, B8 or B9, whichever comes first. [***] B3 A3 [***] [***] B7 A7 [***] [***] B8 A8 [***] [***] B9 A9 [***] As an illustrative example, [***]. (c) If Net Sales of any ONCORUS Product for any Indication first achieves a code “A” or “B” milestone set forth in the “Corresponding Milestone” column in the following Table 3, triggering payments under Section 3.2(a) or Section 3.2(b), as applicable, and the same ONCORUS Product for a different Indication subsequently achieves the code “C” milestone corresponding to the code “A” or “B” milestone that was achieved, ONCORUS shall pay, for each such Indication, the Milestone Payment set forth in any Calendar Year exceed the corresponding box in the “Milestone Payment (US Dollars)” column. If such ONCORUS Product achieves the milestone C7, C8 or C9 without achieving the milestone C3 […***…] (], the “First Net Sales Threshold”)Milestone Payment for the milestone C3 shall become due and payable when such ONCORUS Product achieves the milestone C7, Endo shall pay Vyrix C8 or C9, whichever comes first. […***…] C3 A3 or B3 [***] [***] C7 A7 or B7 [***] [***] C8 A8 or B8 [***] [***] C9 A9 or B9 [***] As an illustrative example 1, [***]. This Milestone Payment shall only be due onceAs an illustrative example 2, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the First Net Sales Threshold is achieved[***]. (d) If Net Sales For purposes of the this Section 3.2, an ONCORUS Product in any Calendar Year exceed shall be deemed to be a different product from another ONCORUS Product if […***…] (the “Second Net Sales Threshold”)], Endo shall pay Vyrix […***…]. This in which case, separate Milestone Payment shall only be due once, if at all, and Payments shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Second Net Sales Threshold is achieved. (e) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Third Net Sales Threshold”)for each such different ONCORUS Product, Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Third Net Sales Threshold is achieved. (f) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fourth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fourth Net Sales Threshold is achieved. (g) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Fifth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Fifth Net Sales Threshold is achieved. (h) If Net Sales of the Product in any Calendar Year exceed […***…] (the “Sixth Net Sales Threshold”), Endo shall pay Vyrix […***…]. This Milestone Payment shall only be due once, if at all, and shall be due and payable sixty (60) days following the end of the applicable Calendar Year in which the Sixth Net Sales Threshold is achieved. For the avoidance of doubt, the Net Sales Thresholds are cumulative, meaning that (a) should they all be achieved Endo shall owe Vyrix a total aggregate amount of (and never exceeding) three million and twenty five thousand US dollars ($USD 3,025,000), and (b) such First, Second, Third, Fourth, Fifth, Sixth, and Seventh Net Sales Thresholds may be achieved in one or more Calendar Years as applicable, under Tables 1 through 3 above.