Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

Appears in 3 contracts

Samples: License Agreement, License Agreement (Coya Therapeutics, Inc.), License Agreement (Coya Therapeutics, Inc.)

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Development Milestone Payments. In partial consideration for Licensee shall pay Xxxxx the rights and licenses granted amount corresponding to Coya hereunder, within ten days after the first achievement of each development milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) achieved by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya Licensee or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for Sublicensees hereunder (the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount Milestones”) set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event below (each, a “Development Milestone Payment”) . Each Development Milestone Payment shall be payable by Licensee within 45 twenty (20) days of following its receipt of such invoiceXxxxx’x invoice therefor. On an Indication-by-Indication basisIf any Development Milestone is reached without achieving a preceding Development Milestone, then the amount which would have been payable on achievement of the preceding Development Milestone shall be payable upon achievement of the following Development Milestone. For example, if a Phase III Clinical Trial is initiated for a Licensed Product without initiating a Phase II Clinical Trial, then a total of $[*******] will be due upon the initiation of the Phase III Clinical Trial. Except as otherwise expressly provided herein, each Development Milestone Payment shall be payable only upon the first achievement once for a Licensed Product regardless of the corresponding number of INDs filed, Phase II Clinical Trials or Phase III Clinical Trials conducted, Submissions made, or Regulatory Approvals obtained in a given country, the number of countries in which Development Milestones are achieved, or the number of improvements or follow-on Licensed Products that are derived from such Licensed Products. In the event that Licensee or its Affiliates or Sublicensees discontinues the development or commercialization of a Licensed Product for the prevention of a Specified Disease in favor of another Licensed Product for the prevention of the same Specified Disease, then any Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event Payments made with respect to the same or different Mono first Licensed Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the shall be credited against any Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) Payments otherwise payable with respect to the subsequent Licensed Product. In the event that Licensee develops a Combination Licensed Product and Column (d) with respect to that contains Antigens for two or more of the three Specified Diseases in the Field in a Mono Product to single vaccine, Development Milestones will be due and payable by Coya upon paid for each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by CoyaSpecified Disease.

Appears in 2 contracts

Samples: Non Exclusive License Agreement (Coley Pharmaceutical Group, Inc.), Non Exclusive License Agreement (Coley Pharmaceutical Group, Inc.)

Development Milestone Payments. In partial consideration for The following milestone amounts (the rights and licenses granted “Development Milestone Payments”) shall be paid upon the achievement by ONO, its Affiliates, or Licensees of the milestone events relating to Coya hereunder, within ten days after Preclinical Compound (the first achievement of each milestone event in a given Indication “Development Milestone Events”) as set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (eachthe table below, a “Development Milestone Event”) by or on behalf provided that the amount of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya Payment shall be determined with reference to whether Condition I or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount Condition II is satisfied as set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (eachthe table below. For clarity, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each no Development Milestone Payment shall be payable only upon the first in circumstances where neither Condition I nor Condition II applies. Upon each achievement of the corresponding Development Milestone Event Nos. 1-4, ONO shall inform such achievement by a Product, in any given Indication written notice to Receptos and then Receptos shall issue an invoice for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”)ONO. No amounts Each payment shall be due for subsequent paid by ONO to Receptos within twenty (20) business days of ONO’s receipt of an invoice and taxation documents from Receptos. In case that Alternative Target becomes the new Collaboration Target and if Condition I or repeated achievements of such Development Milestone Event Condition II is satisfied with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, original Collaboration Target (***) the Development Milestone Payments specified in this Section 6.4 with respect to original Collaboration Target shall remain payable by ONO to Receptos in addition to any Development Milestone Payments achieved with respect to the new Collaboration Target. Development Milestone Event Milestone Amount if Condition I is satisfied Milestone Amount if only Condition II is satisfied 1 Selection by ONO, its Affiliates or Licensees of a Preclinical Compound (provided, however, that if this Development Milestone Event is achieved prior to designation of the Lead Compound, then the Research Milestone Payment for Research Milestone Event No. 8 shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no at the time of the payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product Payment relating to achieve the this Development Milestone Events in a New IndicationEvent No. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement 1. $ *** $ *** 2 Initiation of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column Phase 1 clinical study (bi.e., dosing of first human) with respect to a Combination Product Preclinical Compound $ *** $ *** *** Confidential material redacted and Column filed separately with the Commission. 3 Initiation of the first Phase 2 clinical study (di.e., dosing of first patient) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If Preclinical Compound $ *** $ *** 4 Initiation of the first Product Phase 3 clinical study (i.e., dosing of first patient) with respect to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [Preclinical Compound $ *** $ *** TOTAL DEVELOPMENT MILESTONES $ *** $ ***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

Appears in 2 contracts

Samples: Collaboration Agreement (Receptos, Inc.), Collaboration Agreement (Receptos, Inc.)

Development Milestone Payments. In partial consideration for The following milestone amounts (the rights and licenses granted “Development Milestone Payments”) shall be paid upon the achievement by ONO, its Affiliates, or Licensees of the milestone events relating to Coya hereunder, within ten days after Preclinical Compound (the first achievement of each milestone event in a given Indication “Development Milestone Events”) as set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (eachthe table below, a “Development Milestone Event”) by or on behalf provided that the amount of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya Payment shall be determined with reference to whether Condition I or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount Condition II is satisfied as set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (eachthe table below. For clarity, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each no Development Milestone Payment shall be payable only upon the first in circumstances where neither Condition I nor Condition II applies. Upon each achievement of the corresponding Development Milestone Event Nos. 1-4, ONO shall inform such achievement by a Product, in any given Indication written notice to Receptos and then Receptos shall issue an invoice for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”)ONO. No amounts Each payment shall be due for subsequent paid by ONO to Receptos within twenty (20) business days of ONO’s receipt of an invoice and taxation documents from Receptos. In case that Alternative Target becomes the new Collaboration Target and if Condition I or repeated achievements of such Development Milestone Event Condition II is satisfied with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, original Collaboration Target (***) the Development Milestone Payments specified in this Section 6.4 with respect to original Collaboration Target shall remain payable by ONO to Receptos in addition to any Development Milestone Payments achieved with respect to the new Collaboration Target. Development Milestone Event Milestone Amount if Condition I is satisfied Milestone Amount if only Condition II is satisfied 1 Selection by ONO, its Affiliates or Licensees of a Preclinical Compound (provided, however, that if this Development Milestone Event is achieved prior to designation of the Lead Compound, then the Research Milestone Payment for Research Milestone Event No. 8 shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no at the time of the payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product Payment relating to achieve the this Development Milestone Events in a New IndicationEvent No. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement 1. $ *** $ *** 2 Initiation of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column Phase 1 clinical study (bi.e., dosing of first human) with respect to a Combination Product Preclinical Compound $ *** $ *** *** Confidential material redacted and Column filed separately with the Commission. 3 Initiation of the first Phase 2 clinical study (di.e., dosing of first patient) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If Preclinical Compound $ *** $ *** 4 Initiation of the first Product Phase 3 clinical study (i.e., dosing of first patient) with respect to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [Preclinical Compound $ ***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [* $ ***] would be due and payable by Coya.* TOTAL DEVELOPMENT MILESTONES $ 13,500,000 $ 6,750,000

Appears in 1 contract

Samples: Collaboration Agreement (Receptos, Inc.)

Development Milestone Payments. In (a) As further partial consideration for Xxxxx’x xxxxx of the rights and licenses granted to Coya Ipsen hereunder, within ten days after Ipsen shall pay, or cause to be paid, to Sutro the first achievement of each following non-refundable, non-creditable milestone event in a given Indication payments set forth in this Section 5.2 (Development Milestone PaymentsTable 7.3(a) with respect to a Product below (each, a “Development Milestone Event”). Ipsen shall promptly (and in any event within ten (10) by or on behalf Business Days after achievement of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the each Development Milestone Event achieved. Upon receipt Event) notify Sutro in writing of the achievement of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or SublicenseesEvent, ARScience Bio will promptly and Sutro shall issue Ipsen an invoice Coya for the applicable Development Milestone Event and Coya will make a amount of the corresponding milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (eachpayment, a “Development Milestone Payment”) which invoice Ipsen shall pay within 45 days of [*] following receipt of such invoice. On an Indication-by-Indication basis, each Each payment for a Development Milestone Payment shall Event will be payable only once, upon the first achievement of the corresponding applicable Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”if at all). No amounts shall be due for subsequent or repeated achievements of such In the event a later Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarityis first achieved before any earlier Development Milestone Event(s) are achieved, the Development Milestone Payment for any such earlier milestone(s) would be payable together with the Development Milestone Payment for the later Development Milestone Event; except that for Development Milestone Event #1 only one of the date-based milestone payments (a) to (c) will be paid, and in the event Development Milestone Event #2 [*] is not achieved, only the corresponding milestone payment for the [*] milestone shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no at achievement of such milestone event and the corresponding milestone payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall [*] milestone will not be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first payable upon achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a subsequent Development Milestone Event in any Indication is a Combination Product, the amounts in Column (aTable. Table 7.3(a) below shall be due and payable by Coya. If the next Product to achieve a – Development Milestones # Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, Payment [*]. [*][*] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [**][*] would be due and payable by Coya.[*][*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Appears in 1 contract

Samples: Exclusive License Agreement (Sutro Biopharma, Inc.)

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Development Milestone Payments. In partial consideration for Subject to the rights terms and licenses granted conditions of this Agreement (including Section 9.6 (Additional Milestone Payment Terms)), Gilead shall pay to Coya hereunderCGEN the one-time, within ten days non-creditable, non-refundable milestone payments set forth in the table below in this Section 9.3 (Development Milestone Payments) after the first achievement of the applicable milestone events by the COM503 Financial Product and the Second Financial Product, as applicable, whether such achievement is by or on behalf of Gilead, its Affiliate or any Sublicensee of Gilead (each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (eachevent, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (eacheach payment, a “Development Milestone Payment”) within 45 days ). Each of receipt of such invoice. On an Indication-by-Indication basis, each the Development Milestone Payment Payments shall be payable only upon once with respect to each applicable Financial Product for each applicable Indication. Gilead will notify CGEN within [**] after the first achievement by Gilead, its Affiliates, or its or their Sublicensees of each Development Milestone Event and will pay the corresponding Development Milestone Event by a Product, in any given Indication Payment within [**] following receipt of an invoice from CGEN for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same Payment. If Gilead or different Mono Product its Affiliates or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to Sublicensees achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement all of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product all applicable Financial Products and Column all applicable Indications, then the Development Milestone Payments payable by Gilead under this Section 9.3 (dDevelopment Milestone Payments) will not exceed (i) [**] with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination COM503 Financial Product, and (ii) [**] with respect to the amounts Second Financial Product. Notwithstanding anything to the contrary in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, Gilead shall have no obligation to pay Development Milestone Payment #1 of [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, for the [**] if [*] would be due and payable by Coya.*]. Development Milestones

Appears in 1 contract

Samples: License Agreement (Compugen LTD)

Development Milestone Payments. In partial consideration for Subject to the rights terms and licenses granted conditions of this Agreement and commencing upon the Effective Date, Sarepta will pay to Coya hereunder, within ten days after BioMarin the first achievement of each milestone event in a given Indication Milestone Payments set forth in this Section 5.2 ‎4.2 (Development Milestone Payments) with respect to a Product (eachfor Royalty Bearing Products, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying whether the Development corresponding Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event is achieved by Coya Sarepta or its Affiliates or any of their Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development . Each Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount Payment set forth in this Section 5.2 ‎4.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be is payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to each Royalty Bearing Product targeting a different Target Exon but only once with respect to all Royalty Bearing Products that target the same Target Exon, and the total payments payable under this Section ‎4.2 (Development Milestone payments) will in no event exceed US $20,000,000 per Target Exon, irrespective of whether the applicable Milestone Event(s) is achieved by Sarepta, its Affiliates or different Mono Product or Combination Product, as applicable, any of their Sublicensees. Sarepta will notify BioMarin promptly following the achievement of each Milestone Event described in this Section ‎4.2 (Development Milestone Payments) and will pay the associated Milestone Payment within 30 days following achievement of such IndicationMilestone Event. Accordingly and for clarityNotwithstanding the foregoing, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one Regulatory Approval of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column any Lead Product (a) below shall be due for by the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product FDA after December 31, 2023 or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect by the EMA after September 30, 2024 will in each case ((a) and (b)) be deemed to a Combination Product and Column (d) with respect to a Mono Product to not be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination ProductEvent, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below regardless of whether such Regulatory Approval would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve otherwise qualify as a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Section ‎4.2 (Development Milestone Payments will be due and Payments). For clarity, the Exon 51 European Approval Payment is payable only once. Development Milestone Event Milestone Payment Regulatory Approval by Coya under this Agreement. However, if subsequently any Combination the EMA of the first Exon 51 Skipping Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable US $10,000,000 (the “Exon 51 European Approval Payment”) Regulatory Approval by Coya.the FDA of the first Royalty Bearing Product (other than Exon 51 Skipping Product) with respect to each Target Exon US $10,000,000 Regulatory Approval by the EMA of the first Royalty Bearing Product (other than Exon 51 Skipping Product) with respect to each Target Exon US $10,000,000

Appears in 1 contract

Samples: License Agreement (Sarepta Therapeutics, Inc.)

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