Common use of Development Milestones Clause in Contracts

Development Milestones. Subject to the terms and conditions of this Agreement, no later than [**] following the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, a “Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.

Development Milestones. Subject to the terms and conditions of this Agreement, no later than [**] following the first occurrence of each event described below (each, On a “Development Milestone”), on ProductVertex Target-by-Product basis Moderna shall Vertex Target basis, Vertex will pay Carisma to Company the non-refundable and non-creditable amounts set forth below for milestone payments (each Product to achieve such event (each, a “Development Milestone Payment”): ​ ) set forth in this Section 7.5.1 in accordance with the procedure set forth in Section 7.5.3 upon the [***] (each a “Development MilestoneDevelopment Milestone Event”) with respect to a Collaboration Compound or Licensed Product of Vertex or its Affiliates or any Sublicensees directed against such Vertex Target, as applicable. Milestone Number Milestone Event Milestone Payment (in US$ millions) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] ​ Moderna shall provide written notice [***] [***] [***] [***] [***] [***] [***] Notwithstanding anything to Carisma the contrary in this Section 7.5.1, if, with respect to any Collaboration Target, a Collaboration Compound or Licensed Product directed against such Collaboration Target achieves a Development Milestone Event set forth above in items [***] of this Section 7.5.1 and the applicable Development Milestone Payment has already been paid with respect to such Collaboration Target based on the achievement of each such Development Milestone within Event by a different Collaboration Compound or Licensed Product directed against such Collaboration Target, then Vertex would [***]; provided, that if such Collaboration Compound or Licensed Product includes, contains or comprises a Degrader discovered, generated, synthesized or identified through Follow-On Research that is [***] after with respect to the Collaboration Compound or Licensed Product that first achieved such Development Milestone Event, then Vertex would pay [***] upon such additional achievement. If For clarity, if the first Collaboration Compound or Licensed Product to achieve a Development Milestone for Event includes, contains or comprises a Product is achieved without the preceding Development Milestone(s) having been achieved for such ProductDegrader discovered, then the Development Milestone Payment for such preceding Development Milestone(s) generated, synthesized or identified through Follow-On Research, Company shall be paid by Moderna entitled to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone *], regardless of whether the applicable Degrader is [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone]. Each of the The Development Milestone Payments set forth above in [***] of this Section 7.5.1 shall be payable one time only once per Product. If Moderna or its Affiliates or Sublicensees Develops a Product Vertex Target; provided, however, that has achieved at least one if Company conducts Follow-On Research with respect to such Vertex Target, then Vertex would pay [***] upon an additional achievement of the applicable Development Milestone and subsequently discontinues Development of Event under any Follow-On Research Plan (as the criteria for such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued ProductEvent may be updated in accordance with Section 2.7).

Development Milestones. Subject to As further consideration for the terms and conditions grant of this Agreementthe rights hereunder, no later than [**] following for the first occurrence achievement by C4T or MKDG or its Related Parties of each milestone event described set forth in the table below with respect to a Product Directed To each Collaboration Target (each, a “Development MilestoneMilestone Event”), on Product-by-Product basis Moderna MKDG shall pay Carisma make the corresponding non-refundable and refundable, non-creditable amounts set forth below for each Product milestone payment to achieve such event C4T (each, a “Development Milestone Payment”): ​ ) within [***] after receipt of an invoice for such Development MilestoneDevelopment Milestone Payment, in accordance with this Section 6.4.1. For all Development Milestone Events, MKDG shall notify C4T within [***] following the first achievement by MKDG or its Related Parties of each such Development Milestone Event with respect to a Product Directed To each Collaboration Target, and promptly upon receipt of such notice with respect to a Development Milestone Event, C4T shall issue to MKDG an invoice for the corresponding Development Milestone Payment, which MKDG shall pay within [***] of receipt. The Development Milestone Payment (in US$ millions) for each Development Milestone Event shall be payable [***] per Collaboration Target. Development Milestone Event Development Milestone Payment 1 [***] [***] 2 [***] [***] 3 [***] [***] 4 [***] [***] 5 [***] [***] 6 [***] [***] 7 [***] [***] 8 [***] [***] 9 [***] [***] 10 [***] [***] ​ Moderna shall provide written notice 11 [***] [***] 12 [***] [***] 13 [***] [***] Total [***] [***]. If any of Development Milestone Events 2-5 is achieved with respect to Carisma of a Compound or Product prior to the achievement of each an “earlier” Development Milestone within [**] after such achievement. If Event (i.e., one with a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] lower number in the table above is achieved for chart above) with respect to a Compound or Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.Directed To the

Development Milestones. Subject to the terms and conditions of this Agreement, no later than Within [***] of receipt of Cellectis’ invoice following the first occurrence of each event described below (each, a “Development Milestone”)) for each Allogene Licensed Product for each Allogene Target, on Product-by-Product basis Moderna shall Allogene will pay Carisma to Cellectis the non-refundable and non-creditable amounts amount set forth below for each Product to achieve such event (each, a “Development Milestone Payment”): ​ ) to be payable only once with respect to each Allogene Licensed Product Targeting an Allogene Target. For the avoidance of doubt, if any Development MilestoneDevelopment Milestone Payment (in US$ millions) is paid for an Agreement CAR-T or Allogene Licensed Product Targeting an Allogene Target and the Development or Commercialization of such Agreement CAR-T or Allogene Licensed Product is terminated and such Agreement CAR-T or Allogene Licensed Product is replaced with another Agreement CAR-T or Allogene Licensed Product Targeting the same Allogene Target, such Development Milestone Payment will not be owed by Allogene if such Agreement CAR-T or Allogene Licensed Product later achieves the same Development Milestone. Development Milestone Development Milestone Payments [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] If any Development Milestone occurs before a previous Development Milestone occurs, then any Development Milestone that has not yet been paid for achievement of any previous Development Milestone shall become due upon the achievement of the subsequent Development Milestone and payable together with the payment due upon achievement of such subsequent Development Milestone. For clarity, the achievement of a Development Milestone related to [***] will not result in the payment of any other Development Milestone related to [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product].

Development Milestones. Subject to the terms and conditions of this Agreement, no later than Within [***] following the first occurrence of each event described below (each, a “Development Milestone”)) described below for the first Licensed Product that achieves such milestone, on Product-by-Product basis Moderna CytomX shall provide written ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. notice to ImmunoGen identifying the Development Milestone achieved, and CytomX shall pay Carisma to ImmunoGen the non-refundable and non-creditable amounts amount set forth below for within [***] of receipt of ImmunoGen’s notice with respect to such Development Milestone (each Product to achieve such event (eachamount, a “Development Milestone Payment”): ​ ) to be payable only once regardless of how many Licensed Products achieve such Development MilestoneDevelopment Milestone. Development Milestone Payment (in US$ millions) [***] [ ***] [***] [[ ***] [***] [[ ***] [***] [[ ***] [***] [[ ***] [***] [[ ***] [***] [[ ***] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product clinical milestone is achieved without the preceding Development Milestone(s) having and any previous clinical milestone has not yet been achieved for any reason, notwithstanding anything herein to the contrary such Product, then previous milestone(s) shall be deemed to have been achieved and the corresponding Development Milestone Payment for such preceding Development Milestone(s) set forth in the table above shall be paid by Moderna to Carisma together payable simultaneously with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development subsequent Milestone. Each of the All Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone non-refundable and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Productnoncreditable.

Development Milestones. 3.3.1. Products in the Non-Exclusive Field(s). Subject to Section 3.5, with respect to any Product upon receipt of an invoice by Pfizer in accordance with Section 3.9.3, Pfizer will pay Codex the terms and conditions of this Agreement, no later than amounts set forth below within [***] days following the first occurrence of each event described below (each, a the “Non-Exclusive Development MilestoneMilestones”)) for the first Product in each Non-Exclusive Field (i.e., on Productan Indication-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth below for each Product by- Indication basis) to achieve such event (each, a “Non-Exclusive Development Milestone. Pfizer shall provide Codex with notice of the occurrence of each Non-Exclusive Development Milestone Payment”): ​ within [***] of achievement. Non-Exclusive Development MilestoneDevelopment Milestone Development Milestone Payment (for Products in US$ millions) Non-Exclusive Field [***] [***] [***] [***] [***] [***] [***] [**] [**] [***] Each of the Development Milestone Payments payable pursuant to this Section 3.3.1 as set forth above will be payable one time only for each Non-Exclusive Field (regardless of the number of Products in such Non-Exclusive Field with respect to which the specified Non- Exclusive Development Milestone occurs). No Development Milestone Payments will be payable by Pfizer for any subsequent Product for each Non-Exclusive Field regardless of the number of Products Developed for each Non-Exclusive Field. Notwithstanding anything to the contrary in this Agreement, in the event [***] Product achieves the same Non-Exclusive Development Milestone for more than [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product], then the Development Milestone Payment for such preceding Development Milestone(s) shall be reduced by [***] for the [***] achievement of such Non-Exclusive Development Milestone by such Product and by [***] for the [***] achievement of such Non-Exclusive Development Milestone by such Product; provided that a Development Milestone Payment will not be paid for the achievement of a Non-Exclusive Development Milestone by Moderna the same Product after such Product has achieved such Non-Exclusive Development Milestone [***] (for clarity, [***]). For clarification, if one Product replaces another Product in Development for use in each Non-Exclusive Field, then such replacement Product will only be subject to Carisma together with ​ ​ Development Milestone Payments that have not previously been triggered by a Product in such Non-Exclusive Field. If the Non- Exclusive Development Milestones set forth in (ii) or (iii) of the table immediately above is achieved prior to the achievement of the Non-Exclusive Development Milestone set forth in (i), then Pfizer will pay the Development Milestone Payment for the Non-Exclusive Development Milestone that was achievedin (i) of the table immediately above together with the payment for the most recently achieved Non-Exclusive Development Milestone. For example, if In the [**] event the Non-Exclusive Development Milestone [**] in (iii) of the table immediately above is achieved for a Product but prior to the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Non-Exclusive Development Milestone. Each Milestone in (ii) of the table immediately above, the Non-Exclusive Development Milestone Payments set forth in (ii) of the table immediately above shall will not be due or payable. The maximum amount payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.Pfizer

Development Milestones. Subject to the terms and conditions of this Agreement, no later than Within [***] following the first occurrence of each event described below (each, a “Development Milestone”)) described below for each Research Project Target, on Product-by-Product basis Moderna Pfizer shall provide written notice to CytomX identifying the Research Project Target and the Development Milestone achieved, and Pfizer shall pay Carisma to CytomX the non-refundable and non-creditable amounts amount set forth below for within [***] of receipt of CytomX’s invoice with respect to such Development Milestone (each Product to achieve such event (eachamount, a “Development Milestone Payment”): ​ ) to be payable only once with respect to each Research Project Target regardless of how many Agreement PDCs or Licensed Products Targeting such Research Project Target achieve such Development MilestoneDevelopment Milestone. Notwithstanding anything to the contrary in this Agreement, Development Milestone Payments shall only be owed pursuant to this Section 5.4.1 for those Agreement PDCs and Licensed Products of which the manufacture or sale is covered by a Valid Claim. For the avoidance of doubt, if any Development Milestone Payment is paid for an Agreement PDC or Licensed Product Targeting the Second Target, such Development Milestone Payment will not be owed by Pfizer if an Agreement PDC or Licensed Product Targeting a [***] (in US$ millionsbut not an Additional Target) later achieves the same Development Milestone. Development Milestone Development Milestone Payment for Licensed Products Targeting [***] Development Milestone Payment for Licensed Products Targeting the Second Target or a [***] or an Additional Target [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] ​ Moderna [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. For clarity, if a Subsequent Milestone is achieved and any Previous Milestone for such Research Project Target has not yet been achieved for any reason, notwithstanding anything herein to the contrary such Previous Milestone(s) shall provide written notice be deemed to Carisma of have been achieved and the corresponding Development Milestone Payment set forth in the table above shall be payable simultaneously with the Development Milestone Payment for the achievement of the Subsequent Milestone. For purposes of the foregoing, each Development Milestone within [***] after such achievement. If shall be deemed a “Subsequent Milestone” for each Development Milestone for [***] prior in alphabetical order in the above table (each, a Product is “Previous Milestone”); provided that Development Milestones [***] shall each be deemed Subsequent Milestones only of Development Milestones [***]. For example, if Development Milestone [***] were achieved without the preceding before Development Milestone(s) having been achieved for such ProductMilestone [***], then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] would be due and payable on such achievement of Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product].

Development Milestones. Subject Pfizer will pay to Cellectis the terms and conditions of this Agreement, no later than amount set forth below within [***] of receipt of Cellectis’ invoice following the first occurrence [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth ) described below for each Pfizer Licensed Product to achieve for each Pfizer Target (each such event (eachamount, a “Development Milestone Payment”): ​ ) to be payable only once with respect to each Pfizer Licensed Product Targeting a Pfizer Target. For the avoidance of doubt, if any Development MilestoneDevelopment Milestone Payment (in US$ millions) is paid for an Agreement CAR-T or Pfizer Licensed Product Targeting a Pfizer Target and the Development or Commercialization of such Agreement CAR-T or Pfizer Licensed Product is terminated and such Agreement CAR-T or Pfizer Licensed Product is replaced with another Agreement CAR-T or Pfizer Licensed Product Targeting the same Pfizer Target, such Development Milestone Payment will not be owed by Pfizer if such Agreement CAR-T or Pfizer Licensed Product later achieves the same Development Milestone. Development Milestone Development Milestone Payments [***] [*** ] [***] [*** ] [***] [*** ] [***] [*** ] [***] [*** ] [***] [*** ] If any Development Milestone described above occurs before a previous Development Milestone occurs, then any Development Milestone that has not yet been paid for achievement of any previous Development Milestone shall become due upon the achievement of the subsequent Development Milestone and payable together with the payment due upon achievement of such subsequent Development Milestone. For clarity, the achievement of a Development Milestone related to [***] will not result in the payment of any other Development Milestone related to [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of the Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product].

Development Milestones. Subject to the terms and conditions remainder of this AgreementSection 9.4, no later than [**] following Pfizer shall pay to Sangamo the non-refundable, non-creditable payments set forth in the table below upon the first occurrence of each the applicable event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma the non-refundable and non-creditable amounts set forth listed below for each Product [*] Products (whether SB- 525 or other Product) to achieve such event (each, a “Development whether by Sangamo or its Affiliates for Milestone Payment”Event #1 for SB-525 or by Pfizer and its respective Affiliates or Sublicensees for all other Milestone Events): ​ Development MilestoneDevelopment Milestone Event Milestone Payment (in US$ millions) for SB-525 Milestone Payment for Products other than SB-525 [**] [**] [*] (i) For milestone #7, “[*]” means that, at the time in question, the applicable Product [*]; such milestone shall be paid [*]. For clarity, [*] the applicable Product [**] For example, [**] ]. (ii) The clinical Milestone Events set forth above (i.e., Milestone Events #[**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna ]) shall provide written notice to Carisma of be deemed achieved and the corresponding Milestone Payments payable, if not already achieved and paid, upon the achievement of each Development any Milestone within Event with a higher number. Milestone Events for [*] (i.e., Milestone Events #[*] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s]) shall be paid by Moderna to Carisma together with ​ ​ deemed achieved and the Development Milestone Payment for the Development Milestone that was achieved. For examplecorresponding milestone payments payable, if not already achieved and paid, upon the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [*] in the corresponding country or territory (i.e., milestone event #[*], as applicable). Without limiting the foregoing, the Milestone Event #[*] Development Milestoneshall be paid no later than the due date for the Milestone Event #[*]. (iii) Each of the Development Milestone Payments #[*] set forth above shall be payable one time only per Producteither (A) [*] or (B) [*], except that Milestone Payment #[*], and Milestone Payment #[*]. If Moderna or its Affiliates or Sublicensees Develops the [*], and if [*] achieves a Milestone Event that [*] and for which [*], then [*] on account of the achievement of such Milestone Event [*]. (iv) The maximum amount payable under this Section 9.4 is (A) for SB-525, two hundred ninety five million Dollars ($295,000,000), (B) for a Product that has achieved at least which is not SB-525, one Development Milestone hundred seventy-five million Dollars ($175,000,000) ([*] if [*]) and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration TargetsC) for all Products, four hundred seventy million Dollars ($470,000,000), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Product.. (b)

Development Milestones. Subject In consideration for the rights granted to the terms and conditions of Allogene under this Agreement, no later than Allogene shall make the following non-refundable, non-creditable milestone payments to Notch within [***] following days from Allogene’s receipt of Notch’s invoice after Xxxxx’s achievement of the first occurrence of each event described below (each, a “Development Milestone”), on Product-by-Product basis Moderna shall pay Carisma Success Criteria for the non-refundable and non-creditable amounts set forth below for each Product to achieve such event (each, a “applicable milestone: Development Milestone Payment”): ​ Development MilestoneDevelopment Milestone Payment (in US$ millions) Amount Due [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] . Each of the milestone payments set forth in the table above shall be payable only once per Exclusive Target, the first time the Success Criteria for the applicable Development Milestone for such Exclusive Target is achieved by Notch, and irrespective of the number of times a Development Milestone is achieved with respect to an Exclusive Target. If any Development Milestone is achieved for an Initial Target which is subsequently replaced by a Substitute Target, then such achieved Development Milestone shall not be paid for such Substitute Target; however, Allogene shall pay for any Development Milestones achieved by Notch for such Substitute Target that were not paid for such Initial Target. The aggregate amount payable by Allogene for all Development Milestones achieved by Notch with respect to an Exclusive Target (including an Initial Target and its Substitute Target, collectively) [**] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma ]. The determination of the achievement of each any Development Milestone within shall be made pursuant to Section 3.4. Notwithstanding the foregoing, Allogene shall only be required to pay one set of Development Milestones relating to any Bi-Specific Product that meets a Development Milestone and that is Directed Against two (2) or more Exclusive Targets (each a “Bi-Specific Excluded Target”); provided that Allogene shall thereafter pay any additional Development Milestones that are achieved for any further Product that is Directed Against a Bi-Specific Excluded Target, subject to the limitations that each milestone payment be payable only once per Exclusive Target and that the aggregate amount payable by Allogene for all Development Milestones achieved by Notch with respect to an Exclusive Target (including an Initial Target and its Substitute Target, collectively) [**] after such achievement. If a Development Milestone for a Product is achieved without the preceding Development Milestone(s) having been achieved for such Product, then the Development Milestone Payment for such preceding Development Milestone(s) shall be paid by Moderna to Carisma together with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved*]. For example, if the [**] a Development Milestone [**] in the table above is first achieved by a Product Directed Against an Exclusive Target and then such Development Milestone is achieved for by a Bi-Specific Product but the [**] Development Milestone [**] in the table above had not been Directed Against such Exclusive Target and a second Exclusive Target as to which no Product has previously achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development Milestone. Each of , the Development Milestone Payments set forth above applicable milestone payment shall be become payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone and subsequently discontinues Development of based on such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved achievement by such discontinued Bi-Specific Product.

Development Milestones. Subject to the terms and conditions of this Agreement, no later than Within [***] following the first occurrence of each event described below (each, a “Development Milestone”)) described below for the first Licensed Product that achieves such milestone, on Product-by-Product basis Moderna ImmunoGen shall provide written notice to CytomX identifying the Development Milestone achieved, and ImmunoGen shall pay Carisma to CytomX the non-refundable and non-creditable amounts amount set forth below for within [***] of receipt of CytomX’s notice with respect to such Development Milestone (each Product to achieve such event (eachamount, a “Development Milestone Payment”): ​ ) to be payable only once regardless of how many Licensed Products achieve such Development MilestoneDevelopment Milestone. 2 [***] ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Development Milestone Payment (in US$ millions) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [**] [**] [**] [**] [**] [**] [**] ​ Moderna shall provide written notice to Carisma of the achievement of each Development Milestone within [**] after such achievement. If a Development Milestone for a Product clinical milestone is achieved without the preceding Development Milestone(s) having and any previous clinical milestone has not yet been achieved for any reason, notwithstanding anything herein to the contrary such Product, then previous milestone(s) shall be deemed to have been achieved and the corresponding Development Milestone Payment for such preceding Development Milestone(s) set forth in the table above shall be paid by Moderna to Carisma together payable simultaneously with ​ ​ the Development Milestone Payment for the Development Milestone that was achieved. For example, if the [**] Development Milestone [**] in the table above is achieved for a Product but the [**] Development Milestone [**] in the table above had not been achieved for such Product, then Moderna would pay the Development Milestone Payment for both such [**] Development Milestone and [**] Development Milestone upon achievement of the [**] Development subsequent Milestone. Each of the All Development Milestone Payments set forth above shall be payable one time only per Product. If Moderna or its Affiliates or Sublicensees Develops a Product that has achieved at least one Development Milestone non-refundable and subsequently discontinues Development of such Product and Develops a different Product incorporating or directed to the same combination of Collaboration Targets (whether one Collaboration Target or multiple Collaboration Targets), then Moderna shall be required to pay Development Milestone Payments for such different Product only for Development Milestones that had not been achieved by such discontinued Productnoncreditable.