Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. Zosano shall provide Lilly with written notice of the actual first occurrence of each of the Development milestones set forth below with respect to the Daily Product within thirty (30) days after such occurrence. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Development Milestone Event of Daily Product USD Payment Regulatory Approval in [**] [**] Regulatory Approval in [**] [**] Total $ 300,000,000 For purposes of clarity, the above Development milestone payments are payable by Lilly to Zosano upon achievement of such milestone regardless of whether Regulatory Approval is first obtained in [**] or [**]. The above Development milestone payments shall be payable only once for the Daily Product in each of [**] and [**]. All payments made to Zosano pursuant to this Section 8.2 are non-refundable and may not be credited against any other payments payable by Lilly to Zosano under this Agreement.

Development Milestone Payments. Zosano Pfizer shall provide Lilly with written notice of make the actual payments set forth below within [**] days (or [**] days after [**] following the first occurrence of each of the event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone (each event a “Development milestones set forth below with respect to the Daily Product within thirty (30) days after such occurrence. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS that the other CSFs in respect of [**] have been achievedMilestone” and each payment a “Development Milestone Payment”), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Development Milestone Event of Daily Product USD Development Milestone Payment Regulatory Approval in [**] [**] Regulatory Approval in [**] [**] Total $ 300,000,000 For purposes of clarity, the above Development milestone payments are payable by Lilly to Zosano upon achievement of such milestone regardless of whether Regulatory Approval is first obtained in [**] or [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]. The above Development milestone payments Milestone Payment in clause (2) of this Section 3.3 may become payable as set forth in Section 4.6. Whether or not the Development Milestone in clause (2) of this Section 3.3 is achieved, the Development Milestone Payment in clause (2) shall, pursuant to Section 4.6, in all cases become payable prior to the time the Development Milestone Payment in clause (3) of this Section 3.3 becomes payable. With respect to the Development Milestone in clause (3) of this Section 3.3, in the case of a [**] that is determined to have become [**], such Development Milestone, if achieved based on such [**], shall be achieved upon [**]; provided, however, if either [**], such Development Milestone shall be deemed to have been met on the date of such determination. With respect to the Development Milestone in clause (8) of this Section 3.3, such Development Milestone will be paid in [**], provided that if such Licensed Product [**]. (For the avoidance of doubt, all payment [**] that became payable prior to such [**] shall continue to be payable and there shall be [**] of the [**] Development Milestone Payment will be deemed to have been achieved and payable on [**], and will be paid by Pfizer within [**] days thereafter, until the earlier of [**]. For example, [**] of such Development Milestone, such Development Milestone Payment would be paid [**] of the Development Milestone [**]. For the avoidance of doubt: (a) except for (i) the Development Milestone Payment set forth in clause (6) of this Section 3.3 [**], (ii) the Development Milestone Payment set forth in clause (8) of this Section 3.3 [**] and (iii) the Development Milestone Payment set forth in clause (9) of this Section 3.3 [**], each Development Milestone Payment shall be payable only once upon achievement of the applicable Development Milestone and only on the first occurrence of the corresponding Development Milestone regardless of the number of Licensed Products and (b) satisfaction of a Development Milestone by an Affiliate or by a sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to have been satisfied by Pfizer for the Daily Product in each purposes of [**] and [**]. All payments made to Zosano pursuant to this Section 8.2 are non-refundable and may not be credited against any other payments payable by Lilly to Zosano under this Agreement3.3.

Development Milestone Payments. Zosano Facet shall provide Lilly make milestone payments (each a “Milestone Payment”) to Trubion based on the first achievement of each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after the first achievement of the corresponding milestone event with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the actual first occurrence of each Securities and Exchange Commission pursuant to Rule 24b-2 of the Development milestones set forth below with respect to the Daily Product within thirty (30) days after such occurrenceSecurities Exchange Act of 1934, as amended. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Development Milestone Event of Daily Product USD Milestone Payment Regulatory Approval in [**[ * ] [**$ [ * ] Regulatory Approval in [**[ * ] [**$ [ * ] Total [ * ] $ 300,000,000 For purposes of clarity, the above Development milestone payments are payable by Lilly to Zosano upon achievement of such milestone regardless of whether Regulatory Approval is first obtained in [**[ * ] or [**[ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]. The above Development milestone payments shall be payable only once for the Daily Product in each of [**] and [**]. All payments made to Zosano pursuant to this Section 8.2 are non-refundable and may not be credited against any other payments payable by Lilly to Zosano under this Agreement.

Development Milestone Payments. Zosano Facet shall provide Lilly make milestone payments (each a “Milestone Payment”) to Trubion based on the first achievement of each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [*]. Facet shall pay to Trubion the amounts set forth below, within [*] after the first achievement of the corresponding milestone event with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[*]” of a Clinical Trial shall occur upon [*], “[*]” and “[*]” shall be [*] or, [*]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of the actual first occurrence of each of the Development milestones set forth below continuation in accordance with respect to the Daily Product within thirty (30Section 14.2(b) days after such occurrence. Upon Regulatory Approval for the Daily Product in shall be reduced by [**] on or prior to [**] (provided CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Upon Regulatory Approval for the Daily Product in *Confidential Treatment Requested. 49 Milestone Milestone Event Payment [**] on or prior to $[**] (provided that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Development Milestone Event of Daily Product USD Payment Regulatory Approval in [**] [**] Regulatory Approval in $[**] [*] $[*] Total $ 300,000,000 For purposes of clarity, the above Development milestone payments are payable by Lilly to Zosano upon achievement of such milestone regardless of whether Regulatory Approval is first obtained in [*] $[*] or [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*]. The above Development milestone payments shall be payable only once for the Daily Product in each of [**] and [**]. All payments made to Zosano pursuant to this Section 8.2 are non-refundable and may not be credited against any other payments payable by Lilly to Zosano under this Agreement.

Development Milestone Payments. Zosano MEDINET shall provide Lilly with written notice pay to Histogenics the following clinical milestone funding payments upon the first achievement of the actual following development milestone events by MEDINET, its Affiliates, or its Sublicensees: Milestone Event Milestone Payment Filing of a BLA (or NDA or equivalent) for Product in the USA **** GDSVF&H\ ****Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. US-DOCS\97178923.5 Filing of a BLA (or NDA or equivalent) for Product in the Territory **** Receipt of Regulatory Approval for Product in the Territory **** Filing in the Territory for Regulatory Approval (or a label expansion) to use Product to repair or replace cartilage in a second type of joint within the human body (beyond that first joint for which initial Regulatory Approval was earlier obtained), and for which MEDINET has agreed to Develop **** First Commercial Sale of Product in the Territory for use to repair or replace cartilage in a second type of joint within the human body (beyond that first joint for which initial Regulatory Approval was earlier obtained) **** MEDINET shall notify Histogenics in writing promptly, but in any event within five (5) Business Days following the occurrence of each of the Development milestones set forth below above-referenced development milestone events and shall pay Histogenics the applicable milestone payment within ten (10) days after achievement of the applicable milestone. For clarity, each of the above-referenced development milestone payments shall be paid only once with respect to the Daily first Product within thirty (30) days after to achieve such occurrence. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. DOUBLE ASTERISKS [**] DENOTE OMISSIONS that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Upon Regulatory Approval for the Daily Product in [**] on or prior to [**] (provided that the other CSFs in respect of [**] have been achieved), Lilly shall pay to Zosano the amount set forth next to “Regulatory Approval in [**]” in the table below, within thirty (30) days after the first occurrence Regulatory Approval for the Daily Product in [**]. Development Milestone Event of Daily Product USD Payment Regulatory Approval in [**] [**] Regulatory Approval in [**] [**] Total $ 300,000,000 For purposes of clarity, the above Development clinical milestone payments are payable by Lilly to Zosano upon achievement of such milestone regardless of whether Regulatory Approval is first obtained in [**] or [**]. The above Development milestone payments shall be payable only once for the Daily Product in each of [**] and [**]. All payments made to Zosano pursuant to this Section 8.2 are non-refundable and may not be credited against any other payments payable by Lilly to Zosano under this Agreementevent.