Common use of Milestone Payment Clause in Contracts

Milestone Payment. Licensee shall pay to University an amount equal to the milestone payments due under “Non-Exclusive” license for a Licensed Product as set forth below, within *** days after completing each such milestone. If Licensee exercises its Option, then Licensee will instead pay the greater milestone payments listed below for the “Exclusive” license for those Milestones which have not yet been achieved at the time of exercise of the Option. Licensee agrees to promptly notify University in writing of its, its Affiliate’s or Sublicensee’s achievement of any milestone. All such milestone payments are non-refundable fees being in addition to and not creditable against any other amounts otherwise due under this Agreement. For the avoidance of doubt, it is understood and agreed that each of the milestone payments (each either under “Non-Exclusive” or “Exclusive” but not both) shall be due only once under this Agreement. MILESTONE AMOUNT Non-Exclusive Exclusive *** *** *** As used in this Section 3.6, “***” shall mean, as to a particular Licensed Product ***; “***” shall mean, as to a particular Licensed Product ***; and “***” shall mean, as to a particular Licensed Product ***. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Milestone Payment. Licensee If applicable, Esperion shall promptly provide Otsuka with written notice of the achievement by Esperion or any of its Sublicensees of one of the data milestone events set forth below in this Section 9.4 (Data Milestone Payment). If either such data milestone event is achieved, then following Regulatory Approval and XXX Xxxxx Listing in the Otsuka Territory for the Initial Product for the Initial Indication, Esperion shall send Otsuka an invoice and Payment Forms for the applicable data milestone payment set forth below corresponding to such data milestone event, and Otsuka shall pay to University an amount equal to such milestone payment (the milestone payments due under “Non-Exclusive” license for a Licensed Product as set forth below, Data Milestone Payment”) within [*** *] days after completing each such milestone. If Licensee exercises its Option, then Licensee will instead pay the greater milestone payments listed below for the “Exclusive” license for those Milestones which have not yet been achieved at the time of exercise of the Optionreceipt of such invoice and Payment Forms. Licensee agrees to promptly notify University in writing of its, its Affiliate’s or Sublicensee’s achievement of any milestone. All such milestone payments are non-refundable fees being in addition to and not creditable against any other amounts otherwise due under this AgreementThe applicable Data Milestone Payment shall be payable only once. For the avoidance of doubt, it is understood the Data Milestone Payment will not be paid to Esperion unless and agreed that each until receipt of Regulatory Approval and XXX Xxxxx Listing for the milestone payments (each either under “Non-Exclusive” or “Exclusive” but not both) shall be due only once under this AgreementInitial Product in the Otsuka Territory for the Initial Indication. MILESTONE AMOUNT Non-Exclusive Exclusive *** *** *** As used in this Section 3.6, “​ ​ [***” shall mean, as to a particular Licensed Product ***; “***” shall mean, as to a particular Licensed Product ***; and “***” shall mean, as to a particular Licensed Product ***. *** ] INDICATES MATERIAL THAT WAS HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL WAS HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 19331934, AS AMENDED.AMENDED ​ ​ ​ ​ ​ Data Milestone Event Data Milestone Payment (USD) [***] [***] [***] [***] ​