Common use of Multiple Indications Clause in Contracts

Multiple Indications. With respect to a particular Milestone Target, if any Milestone Compound specifically directed at such Milestone Target is developed for a second Indication in a separate disease, it is understood that the payments for Development Milestones 2 through 9 will become due and payable at the time such Milestone Compound achieves such Development Milestone for such second Indication; provided, that the amounts due above for such second Indication will be the lower amounts reflected for such Indications in the right most column of the table under Section 7.4.1 above. As used herein “Indication” shall mean a disease or condition for which approval for use of a Milestone Compound can be sought from the FDA or a regulatory authority or agency of a country other than the United States with responsibilities comparable to those of the FDA. Notwithstanding the foregoing, varying forms or degrees of severity of the same disease shall be considered the same Indication, even if they require separate approvals from the FDA or other regulatory authority or agency. For the avoidance of doubt, in the field of cancer, different tumor tissue types shall be considered different Indications. Notwithstanding anything else in this Section 7.4, in the event that both the first and second Indication for which Development Milestone 2 was achieved with respect to a particular Milestone Target (or deemed to be achieved pursuant to 7.4.2(d)) are cancer Indications, Biogen Idec shall not be required to pay to Sunesis Development Milestone 2 for the second Indication with respect to such Milestone Target as set forth in Section 7.4.1, provided that Biogen Idec shall thereafter pay Development Milestones 3 through 9 upon achievement of the relevant Development Milestone with respect to such Indication and such Milestone Target.