Common use of Payment Allocations Clause in Contracts

Payment Allocations. With respect to the Upfront Payment, BIG will pay [*] of such amount in consideration of the rights granted outside of the U.S. and BIMA will pay [*] of such amount in consideration of the rights granted in the U.S. With respect to the Collaboration Target Selection Fees, BIG will pay a percentage of each such amount in consideration of the rights granted outside of the U.S. and BIMA will pay a percentage each such amount in consideration to the rights granted in the U.S., such percentages, in each case, to be determined by Biogen at the time at which such amounts are due. BIG will pay the Ex-U.S. Milestone Payments when such amounts become due and payable in accordance with Section 9.3(a) (Milestone Payments) and BIMA will pay the U.S. Milestone Payments when such amounts become due and payable in accordance with Section 9.3(a) (Milestone Payments). BIMA will pay the portion of the Sales Milestone Payment based on the pro rata allocation of the Calendar Year Net Sales attributable to sales of the applicable Product in the U.S. and BIG will pay the portion of the Sales Milestone Payment based on the pro rata allocation of the Calendar Year Net Sales attributable to sales of the applicable Product outside of the U.S. With respect to all Milestone Payments that are not Ex-U.S. Milestone Payments, U.S. Milestone Payments or the Sales Milestone Payment, BIG will pay a percentage of each such amount in consideration of the rights granted outside of the U.S. and BIMA will pay a percentage each such amount in consideration to the rights granted in the U.S., such percentages, in each case, to be determined by Biogen at the time in which such amounts are due. 62 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Payment Allocations. 9.8.1 Subject to the remainder of this Section 9.8 (Payment Allocations), payments under this Agreement shall be paid by BIMA and BIG separately and in such proportions [***] and shall be invoiced separately by Denali; provided that [***]. 9.8.2 With respect to the upfront payment set forth in Section 9.1 (Upfront Payment), BIG will pay [*] a portion of such amount in consideration of the rights granted outside of the U.S. [***], and BIMA will pay [*] a portion of such amount in consideration of the rights granted in the U.S. [***]. 9.8.3 With respect to the Collaboration Target Selection Development Milestone Payments and Option Exercise Fees, BIG will pay a percentage of each such amount in consideration of the rights granted outside of the U.S. and BIMA will pay a percentage each such amount in consideration to the rights granted in the U.S., such percentages, in each case, to be determined by Biogen at the time at which such amounts are due. . 9.8.4 BIG will pay the Ex-U.S. Commercial Milestone Payments that are achieved outside of the U.S. when such amounts become due and payable in accordance with Section 9.3(a) 9.3.2 (Milestone Payments) and Commercial Milestones). BIMA will pay the U.S. Commercial Milestone Payments that are achieved in the U.S. when such amounts become due and payable in accordance with Section 9.3(a) 9.3.2 (Milestone PaymentsCommercial Milestones). . 9.8.5 BIMA will pay the portion of the Sales Milestone Payment Payments and royalties hereunder based on the pro rata allocation of the Calendar Year Per Product Annual Net Sales attributable to sales of the applicable Option Product in the U.S. U.S., and BIG will pay the portion of the Sales Milestone Payment Payments and royalties hereunder based on the pro rata allocation of the Calendar Year Per Product Annual Net Sales attributable to sales of the applicable Option Product outside of the U.S. U.S. 9.8.6 With respect to all Milestone Payments milestone payments set forth in this Agreement that are not Ex-U.S. Milestone Payments, U.S. Milestone Payments or the Sales Milestone Paymentdescribed in Section 9.8.2 through Section 9.8.5 above, BIG will pay a percentage of each such amount in consideration of the rights granted outside of the U.S. and BIMA will pay a percentage each such amount in consideration to the rights granted in the U.S., such percentages, in each case, to be determined by Biogen at the time in which such amounts are due. 62 [*] = Certain confidential information contained . 9.8.7 For clarity, nothing in this document, marked Section 9.8 (Payment Allocations) is intended to limit Section 15.16.1 (Performance by brackets, has been omitted BIMA and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedBIG).