Common use of Payment Occurrences Clause in Contracts

Payment Occurrences. (i) Roche shall make each of the payments set forth in Section 4.3(a) only once for the first occurrence of each event, regardless of how many times such event may be subsequently achieved. (ii) Roche shall make each of the payments set forth in the second column of Section 4.3(b) captioned “Payment for First Achievement of Event” only once for the first occurrence of each event, regardless of how many times such event may be subsequently achieved for the same or another compound. Roche shall make each of the payments set forth in the third column of Section 4.3(b) captioned “Payment for Second and Each Subsequent Achievement of Event” once for each of the second or any subsequent achievement(s) of such event, provided, however, that such payments shall be made only once per compound, regardless of how many times such event may be subsequently achieved for the same compound (i.e., such payment shall be made multiple times for multiple compounds but only once per compound). Furthermore, Roche shall make the payments set forth in the third column of Section 4.3(b) only if it has previously made the payment in the second column for the corresponding event for a different compound. (iii) In Section 4.3(b), if event 2 is achieved prior to achievement of event 1A or 1B for the same compound, then the corresponding payment for event 1A or 1B, as the case may be, shall become due and payable upon the achievement of event 2 as if event 1A or 1B, as the case may be, had then been achieved. If any of events 3, 4 or 5 are achieved prior to achievement of event 2 for the same compound, then the corresponding payment for event 2 shall become due and payable upon the achievement of event 3, 4 or 5 as if event 2 had then been achieved. Other than as described in this Section 4.3(d)(iii), the achievement of a later event shall not trigger the payment corresponding to any earlier event. (iv) For clarity, Roche shall make the payment in the 3rd column of Section 4.3(b) for event 1B upon the first achievement of event 1B, which shall be triggered only in the event there are at least two Licensed Compounds in development at that time. Also for clarity, Roche shall make the payment in the 3rd column of Section 4.3(b) for event 12 upon the first achievement of event 12, which shall be triggered only in the event there is US Regulatory Approval for a Licensed Compound and a Licensed Collaboration Compound to be used in combination. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission.

Payment Occurrences. (i) Roche shall make each of the payments set forth in Section 4.3(a) only once for the first occurrence of each event, regardless of how many times such event may be subsequently achieved. (ii) Roche shall make each of the payments set forth in the second column of Section 4.3(b) captioned “Payment for First Achievement of Event” only once for the first occurrence of each event, regardless of how many times such event may be subsequently achieved for the same or another compound. Roche shall make each of the payments set forth in the third column of Section 4.3(b) captioned “Payment for Second and Each Subsequent Achievement of Event” once for each of the second or any subsequent achievement(s) of such event, provided, however, that such payments shall be made only once per compound, regardless of how many times such event may be subsequently achieved for the same compound (i.e., such payment shall be made multiple times for multiple compounds but only once per compound). Furthermore, Roche shall make the payments set forth in the third column of Section 4.3(b) only if it has previously made the payment in the second column for the corresponding event for a different compound. (iii) In Section 4.3(b), if event 2 is achieved prior to achievement of event 1A or 1B for the same compound, then the corresponding payment for event 1A or 1B, as the case may be, shall become due and payable upon the achievement of event 2 as if event 1A or 1B, as the case may be, had then been achieved. If any of events 3, 4 or 5 are achieved prior to achievement of event 2 for the same compound, then the corresponding payment for event 2 shall become due and payable upon the achievement of event 3, 4 or 5 as if event 2 had then been achieved. Other than as described in this Section 4.3(d)(iii), the achievement of a later event shall not trigger the payment corresponding to any earlier event. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission. (iv) For clarity, Roche shall make the payment in the 3rd column of Section 4.3(b) for event 1B upon the first achievement of event 1B, which shall be triggered only in the event there are at least two Licensed Compounds in development at that time. Also for clarity, Roche shall make the payment in the 3rd column of Section 4.3(b) for event 12 upon the first achievement of event 12, which shall be triggered only in the event there is US Regulatory Approval for a Licensed Compound and a Licensed Collaboration Compound to be used in combination. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission.