Common use of Research Milestone Payments Clause in Contracts

Research Milestone Payments. (a) With respect to each Designated Target and subject to Section 3.2.3(f), Takeda shall pay to Denali, in accordance with Sections 8.4 and 8.8, the milestone payments set forth below following the first achievement of each corresponding research milestone event set forth below (each, a “Research Milestone”) with respect to the [***] to achieve the applicable stage of development: [***] [***] [***] [***] [***] [***] Confidential 66 *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (b) With respect to [***] and the achievement of Research Milestone 1, [***] shall be payable upon the [***] and [***] shall be payable upon [***]. (c) With respect to the Research Milestones for each Designated Target, if Research Milestone 2 or 3 is achieved before a milestone payment has been made with respect to a lower-numbered Research Milestone, or if a Development Milestone is achieved by an Optioned Biologic or Optioned Product directed to such Designated Target before a milestone payment has been made with respect to one or more Research Milestone for such Designated Target, then all milestone payments corresponding to such lower-numbered Research Milestones for such Designated Target shall be deemed achieved upon achievement of the subsequent Research Milestone or Development Milestone, as applicable. Notwithstanding the foregoing, with respect to a particular Research Program, if [***], then [***]. (d) For the avoidance of doubt, a Research Milestone may be achieved after the Option Exercise Date with respect to the applicable Collaboration Program. (e) Each Research Milestone is payable [***] with respect to each Designated Target, regardless of how many Research Biologics meet such milestone event, and no Research Milestone payment shall be made more than [***] times under this Agreement. The total amount payable by Takeda to Denali under this Section 8.2.1 shall not exceed (i) Twenty-Five Million Dollars ($25,000,000) with respect to each Designated Target and (ii) Seventy-Five Million Dollars ($75,000,000) in the aggregate. In the event the Parties replace any Designated Target with a Replacement Designated Target, then Takeda shall not be required to make any Research Milestone Payment with respect to such Replacement Designated Target to the extent such Research Milestone Payment has already been made by Takeda for the original Designated Target. Notwithstanding the foregoing, if [***] and, at the time of such replacement, only [***] of the milestone payment corresponding to Research Milestone 1 has been paid pursuant to Section 8.2.1(b), then a milestone payment of [***] shall be due upon achievement of Research Milestone 1 with respect to the applicable Replacement Designated Target (which achievement may occur prior to such replacement and the milestone shall be paid in accordance with the terms of Section 8.4); provided that if such Replacement Designated Target is [***] will be due upon [***].

Research Milestone Payments. (a) With respect to each Designated Target and subject to Section 3.2.3(f), Takeda shall pay to Denali, in accordance with Sections 8.4 and 8.8, the milestone payments set forth below following the first achievement of each corresponding research milestone event set forth below (each, a “Research Milestone”) with respect to the [***] to achieve the applicable stage of development: : 1. The Initiation of activities to [***] [***] $5,000,000 (subject to Section 8.2.1(b)) [***] [***] [***] [***] Confidential 66 *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (b) With respect to [***] and the achievement of Research Milestone 1, [***] shall be payable upon the [***] and [***] shall be payable upon [***]. (c) With respect to the Research Milestones for each Designated Target, if Research Milestone 2 or 3 is achieved before a milestone payment has been made with respect to a lower-numbered Research Milestone, or if a Development Milestone is achieved by an Optioned Biologic or Optioned Product directed to such Designated Target before a milestone payment has been made with respect to one or more Research Milestone for such Designated Target, then all milestone payments corresponding to such lower-numbered Research Milestones for such Designated Target shall be deemed achieved upon achievement of the subsequent Research Milestone or Development Milestone, as applicable. Notwithstanding the foregoing, with respect to a particular Research Program, if [***], then [***]. (d) For the avoidance of doubt, a Research Milestone may be achieved after the Option Exercise Date with respect to the applicable Collaboration Program. (e) Each Research Milestone is payable [***] with respect to each Designated Target, regardless of how many Research Biologics meet such milestone event, and no Research Milestone payment shall be made more than [***] times under this Agreement. The total amount payable by Takeda to Denali under this Section 8.2.1 shall not exceed (i) Twenty-Five Million Dollars ($25,000,000) with respect to each Designated Target and (ii) Seventy-Five Million Dollars ($75,000,000) in the aggregate. In the event the Parties replace any Designated Target with a Replacement Designated Target, then Takeda shall not be required to make any Research Milestone Payment with respect to such Replacement Designated Target to the extent such Research Milestone Payment has already been made by Takeda for the original Designated Target. Notwithstanding the foregoing, if [***] and, at the time of such replacement, only [***] of the milestone payment corresponding to Research Milestone 1 has been paid pursuant to Section 8.2.1(b), then a milestone payment of [***] shall be due upon achievement of Research Milestone 1 with respect to the applicable Replacement Designated Target (which achievement may occur prior to such replacement and the milestone shall be paid in accordance with the terms of Section 8.4); provided that if such Replacement Designated Target is [***] will be due upon [***].