Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. For each Exclusive Target for which Genentech has exercised an Option pursuant to Section 3.2 above, Licensee shall pay Arvinas the following one-time milestone event payments for the first achievement of the corresponding milestone events for any Licensed Product that is a Valid Claim Licensed Product at the time of such achievement, with respect to such Exclusive Target, subject to the terms of this Section 6.3 and the payment provisions in Article 7 below: Development Milestone Event for each Exclusive Target Milestone Event Payment (US$) [**] [**] [**] [**] [**] [**] [**] [**] Total Potential Development Milestone Event Payments: $44,000,000 In the case of development milestone events (i) – (iv) above, if a subsequent development milestone event is achieved before a prior development milestone event (“prior” and “subsequent” referring to a lower number in the table above, e.g., development milestone event (ii) being “prior” to development milestone event (iii)), then all such prior development milestone events shall be deemed achieved upon achievement of the subsequent development milestone event. Solely for the purposes of the determining achievement of Development Milestones (i), (ii) and (iii) under this Section 6.3.1(a), “Covered” and “Valid Claim” under the definition of Valid Claim Licensed Product will be defined to include references to pending claims being prosecuted in good faith at the time of such achievement that have not been pending under any patent applications (including continuations or divisionals) for more than a total of [**] from the filing date of the first patent application that included such pending claim.

Development Milestone Payments. For each Exclusive Target for which Genentech has exercised an Option pursuant BMS will pay to Section 3.2 above, Licensee shall pay Arvinas Immatics the following one-time milestone event payments for described in this Section 8.2 (Development Milestone Payments) and set forth Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. has determined that the information (i) is not material and (ii) is the type that Immatics N.V. customarily and actually treats as private or confidential. in Table 8.2 (Development Milestones) below following the first achievement by BMS (or its Related Parties) of the corresponding milestone events for any the first Licensed Product that is in the Field in the Territory (each such Development milestone event, a Valid Claim Licensed Product at the time of such achievement“Development Milestone” and its corresponding milestone payment, with respect to such Exclusive Target, subject to the terms of this Section 6.3 and the payment provisions in Article 7 below: a “Development Milestone Event for each Exclusive Target Milestone Event Payment (US$) Payment”). BMS will promptly notify Immatics in writing of, but in no event later than [**] after, the achievement of each Development Milestone (each, a “Development Milestone Notification Notice”). BMS will pay the applicable Development Milestone Payment set forth in Table 8.2 (Development Milestones) by electronic transfer of immediately available funds, into an account designated by Immatics, within [**] after the achievement (first occurrence) of the applicable Development Milestone; provided, however, that [**] ]. Development Milestone Payments previously paid by BMS for any Licensed Product would not be paid again for any additional Licensed Product that achieves such Development Milestones. Further, [**] ]. For clarity, [**] [**] [**] [**] Total Potential Development Milestone Event Payments: $44,000,000 In the case of development milestone events (i) – (iv) above, if a subsequent development milestone event is achieved before a prior development milestone event (“prior” and “subsequent” referring to a lower number in the table above, e.g., development milestone event (ii) being “prior” to development milestone event (iii)), then all such prior development milestone events shall be deemed achieved upon achievement of the subsequent development milestone event. Solely for the purposes of the determining achievement of Development Milestones (i), (ii) and (iii) under this Section 6.3.1(a), “Covered” and “Valid Claim” under the definition of Valid Claim Licensed Product will be defined to include references to pending claims being prosecuted in good faith at the time of such achievement that have not been pending under any patent applications (including continuations or divisionals) for more than a total of [**] from the filing date of the first patent application that included such pending claim].