Common use of Milestone Payments Clause in Contracts

Milestone Payments. Within [*] ([*]) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment shall be made only once at the first achievement of each applicable milestone event with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Product.

Milestone Payments. Within As partial consideration for the rights granted by the Co-Owners pursuant to this Agreement, DYNACURE shall pay to ICM on behalf of the Co-Owners the milestone payments set forth below (each a “Milestone Payment”) upon the occurrence of each corresponding milestone: Upfront fee paid at the Signature Date, as a compensation of the IP costs already incurred by ICM 47 000 € [*] ([*]) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) [**] [***] Dollars ($€ [*]) **] [***] € Each Milestone Payment shall be made paid by DYNACURE whether the milestone is attained by or for DYNACURE or an Affiliate of DYNACURE but is not due if such milestone is attained by or for a Sublicensee. Each Milestone Payment shall be payable only once regardless of the number of Products developed or commercialized by or on behalf of DYNACURE or Affiliates of DYNACURE and regardless of the number of times any of the events described above occurs with respect to any particular Product. DYNACURE shall notify ICM on behalf of the Co-Owners immediately, and at the first latest within [***], following the achievement of each applicable of the above-mentioned milestone event with respect to each different Licensed Productevents. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable DYNACURE shall make the corresponding milestone payments shall be payable. Such milestone payments shall be made in immediately available funds within [***] (of receipt of the corresponding invoice from ICM on behalf of the Co-Owners. [*]) days of First Commercial Sale of such Licensed Product under such separate trade name**] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, Such excluded information is not material and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (would likely cause competitive harm to the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productregistrant if publicly disclosed.

Milestone Payments. Within [*] In consideration of the license and rights granted hereunder, Maruho shall pay to Evommune each of the one-time milestone payments set forth in the table below ([*]each, a “Milestone Payment”) days upon the occurrence of Magen or its Permitted Sellers achieving a the corresponding milestone event listed below set forth in such table with respect to any Product in the Field in the Territory (each, a particular Licensed Product“Milestone”). Maruho shall promptly notify Evommune in writing of, Magen but in no event later than [***] Business Days after, the first occurrence of each Milestone (or which notice shall specify the date of such occurrence) (each, a “Milestone Notice”), and Evommune shall use Commercially Reasonable Efforts to issue an invoice for such Milestone Payments; provided, however, that in no event shall a failure to deliver a Milestone Notice and/or an invoice relieve Maruho of its obligation to pay the applicable Permitted Seller) will notify Lilly in writing thereof and Milestone Payment when due pursuant to this Section 7.2. Maruho shall pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. each Milestone Payment within [*] [**] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Business Days after the occurrence of the applicable Milestone. For the avoidance of doubt, the Parties acknowledge and agree that each Milestone Payment shall be made only once at payable one-time only, regardless of the number of times that the applicable Milestone is achieved, and shall be payable upon the first achievement of each applicable milestone event with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development occurrence of the Replacement Productapplicable Milestone.

Milestone Payments. Within [*] In consideration of the license and rights granted hereunder, Maruho shall pay to Evommune each of the one-time milestone payments set forth in the table below ([*]each, a “Milestone Payment”) days upon the occurrence of Magen or its Permitted Sellers achieving a the corresponding milestone event listed below set forth in such table with respect to any Product in the Field in the Territory (each, a particular Licensed Product“Milestone”). Maruho shall promptly notify Evommune in writing of, Magen but in no event later than [***] Business Days after, the first occurrence of each Milestone (or which notice shall specify the date of such occurrence) (each, a “Milestone Notice”), and Evommune shall use Commercially Reasonable Efforts to issue an invoice for such Milestone Payments; provided, however, that in no event shall a failure to deliver a Milestone Notice and/or an invoice relieve Maruho of its obligation to pay the applicable Permitted Seller) will notify Lilly in writing thereof and Milestone Payment when due pursuant to this Section 7.2. Maruho shall pay to Lilly each Milestone Payment within [***] Business Days after the below-specified non-creditable and non-refundable milestone payment occurrence of the applicable to such eventMilestone. [***] [ ***] [***] Dollars ($[[ *]) [**] [***] Dollars ($[[ *]) [**] [***] Dollars ($[[ *]) [**] [***] Dollars ($[[ *]) [**] [*] Dollars ($[*]) [*] [[ ***] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each For the avoidance of doubt, the Parties acknowledge and agree that each Milestone Payment shall be made only once at payable one-time only, regardless of the number of times that the applicable Milestone is achieved, and shall be payable upon the first achievement of each applicable milestone event with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development occurrence of the Replacement Productapplicable Milestone.

Milestone Payments. Within [*] ([*]) days Upon first achievement of Magen or its Permitted Sellers achieving a milestone event listed described below in this Section 9.2 (a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows: (a) [***] [ ***] (b) [***] [ ***] (c) [***] [ ***] (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. Marketing Approval must be obtained [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each . The Milestone Payment Payments shall be made only once at the first achievement of each applicable milestone event payable with respect to each different Licensed Product. Further, Initiation of any RevMed Study only if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([**]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Product.

Milestone Payments. Within As additional consideration for the license granted to AntriaBio under this Agreement, AntriaBio shall pay XOMA the following milestone payments upon the first occurrence of each milestone event set forth below: (a) [*] (upon the [*]; (b) days of Magen or its Permitted Sellers [*] upon [*]; (c) [*] upon [*]; (d) [*] upon the [*]; (e) [*] upon [*]; (f) [*] upon achieving a milestone event listed below with respect to a particular Licensed Product, Magen [*]; (or the applicable Permitted Sellerg) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event[*] upon achieving [*]; (h) [*] upon achieving [*]; and (i) [*] upon achieving [*]. [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Each Milestone Payment milestone payment owing by AntriaBio to XOMA pursuant to this Section 4.3 shall be made only once at payable by AntriaBio within thirty (30) days following the first achievement of the corresponding milestone event. For the avoidance of doubt, each applicable milestone event payment is only payable once, regardless of the number of times such milestone may be achieved by AntriaBio, its Affiliates and sublicensees. Upon the achievement of any milestone under this Section 4.3, payments for any prior milestones which have not been paid by AntriaBio shall be paid simultaneously with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval the payment for such milestone (for a particular indication whether or set of indicationsnot such prior milestone had actually been achieved), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable provided that either (i) both the milestone payments set forth in subsections (b) and (c) shall be payable. Such paid or (ii) the milestone payments payment set forth in subsection (d) above shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical developmentpaid, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productbut not both.

Milestone Payments. Within As partial consideration for the license granted to BUKWANG under this License Agreement, BUKWANG shall pay LICENSOR nonrefundable milestone payments for each Licensed Product(s) developed by BUKWANG according to the following schedule: (I) [*] ([*]) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars U.S. dollars ($[***]): upon the first to occur of Phase II Completion Date or sixty (60) days after initiation of a Phase III clinical trial. (II) [*] [**] Dollars U.S. dollars ($[***]): upon the first to occur of Phase III Completion Date or sixty (60) days after filing of an NDA. (III) [*] [**] Dollars U.S. dollars ($[*]) [*] [*] Dollars ($[*]): within sixty (60) [*] [*] Dollars ($[*]days from the date of Registration. For the purposes of this Article 4.2, Licensed Product(s) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment developed for hepatitis B virus and ▇▇▇▇▇▇▇-▇▇▇▇ virus indications shall be made only once at the first achievement of each applicable milestone event considered as a single Licensed Product(s), with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable(I) – (III). Such milestone payments shall be made within due as each milestone is first completed for either the hepatitis B or ▇▇▇▇▇▇▇ ▇▇▇▇ indication. Such payments shall be paid to LICENSOR in addition to those paid to LICENSOR under Paragraph 2.11 of this Agreement. BUKWANG shall pay [***] percent ([***]%) days of First Commercial Sale each milestone payment to UGARF and [***] percent ([***]%) to YALE. Certain portions of such Licensed Product under such separate trade namethis Exhibit have been omitted pursuant to a request for confidentiality. If a Licensed Compound or Licensed Product fails in clinical developmentSuch omitted portions, after which are marked with brackets and asterisks [***], have been separately filed with the Commission. [***] percent ([***]%) of the milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may shall be credited against milestone payments royalties actually due and payable for achievement sales of milestone events during the development Licensed Product(s) in Korea, under Article 4.3; provided, however, that in any single License Agreement Year, such credit shall not exceed [***] percent ([***]%) of the Replacement Productroyalties otherwise due. Except as otherwise modified herein, the License Agreement remains in full force and effect.

Milestone Payments. Within (a) KHK shall make the following one-time, nonrefundable milestone payments to Ardelyx within [***] ([***]) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment shall be made only once at following the first achievement of each applicable of the following milestone event with respect to each different events for a Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (subject to the limitations and additional provisions set forth below in this Section 6.02: [***] 01 USD [***] [***] 02 USD [***] [***] 03 USD [***] [***] 04 USD [***] [***] 05 USD [***] [***] 06 USD [***] [***] 07 USD [***] The milestones for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within the [***] (Milestone Number [***]) days shall not apply to the [***] if [***]. In such case, the [***] shall trigger Milestone Numbers [***], and the next indication pursued by KHK that is not subject to exceptions set forth herein shall trigger Milestone Numbers [***]). With respect to [***], Milestone Numbers [***]) shall not apply if (i) [***], or (ii) [***], or (iii) [***]. For clarity, Milestones [***] shall each be paid once before the obligation to pay milestones under this Section 6.02(a) expires, regardless of First Commercial Sale [***] from the milestone obligations. (b) With respect to the milestones set forth in Section 6.02(a), it is the intention of such Licensed Product under such separate trade namethe Parties that each preceding milestone will be earned before the subsequent milestone is earned, and that no milestones shall be skipped. If a Licensed Compound or Licensed Product fails For example, [***] KHK shall pay Ardelyx both milestone 01 and milestone 02 when milestone 02 is earned. (c) Each of the milestones set forth in clinical developmentSection 6.02(a) eligible to be earned individually. (d) Notwithstanding anything else set forth herein, after none of the milestone payments set forth in Section 6.02(a) (i.e., none of milestones number 01 through 07) shall be payable more than once irrespective of the number of Licensed Products or indications that have achieved the relevant milestone events set forth in Section 6.02(a), in which such milestone events have been paid based on such development, and development of such Licensed Compound or Licensed Product achieved. (e) No payments pursuant to Section 6.02(a) shall be creditable against any other payments KHK is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced obligated to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productmake to Ardelyx under this Agreement.

Milestone Payments. Within [*] ([*]a) days In consideration of Magen or its Permitted Sellers achieving a milestone event listed below with respect the licenses and rights granted by Valeant to a particular Licensed Product, Magen (or the applicable Permitted Seller) LICENSEE hereunder LICENSEE will notify Lilly in writing thereof and pay to Lilly Valeant the belowfollowing non-specified refundable, non-creditable Milestone Payments, provided that the amounts below, together with the milestone payments due Metabasis under Section 4.2 of the Metabasis License Agreement, constitute the full amount of the milestones due Metabasis and non-refundable milestone payment applicable Valeant pursuant to such event. [*] [*] Dollars the terms of both this Agreement and the Metabasis License Agreement: ($[*]i) [*] [*] Dollars Intentionally omitted] ($[*]ii) [...*] [*] Dollars *...] ($[*]iii) [...***...] [EXECUTION COPY - VALEANT SCHERING LICENSE *] Dollars **CONFIDENTIAL TREATMENT REQUESTED 12. ($[*]iv) [...*] [*] Dollars *...] ($[*]v) [...*] [*] Dollars *...] ($[*]vi) [...***...] [*] Dollars and ($[*]vii) [...*] [*] Dollars *...] ($[*]) [*] [*] Dollars ($[*]b) Each Milestone Payment shall due under Section 4.2(a) will be made due only once at for the first achievement Product in respect of which the indicated Milestone occurs, regardless of the substitution for the Licensed Compound of a Substitute Compound pursuant to Article III. LICENSEE will notify Valeant in writing within [...***...] of the occurrence of each applicable milestone Milestone and will make all Milestone Payments within [...***...] after receipt of an invoice from Valeant for payment of the Milestone substantially in the form of Exhibit B. For the avoidance of doubt the subsequent occurrence of any similar event in respect of any Product, including in respect of any additional indication(s), will not give rise to any additional obligation of LICENSEE to make a Milestone Payment with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productevent.

Milestone Payments. Within [***] following the first occurrence of each of the events set forth in the table below (each, a “Milestone Event” and collectively, the “Milestone Events”), whether any such Milestone Event is achieved by ▇▇▇ (including by ▇▇▇▇▇▇▇▇▇ on ▇▇▇’s behalf pursuant to this Agreement or the Development Agreement), any Affiliate of Ono or any Ono Licensee, ▇▇▇ shall deliver written notice to Equillium of the achievement of such Milestone Event. Within [*]) days **] following delivery by Equillium to Ono of Magen or its Permitted Sellers achieving the Tax Documents in respect of the amount corresponding to such Milestone Event in the table below (each, a milestone event listed below “Milestone Payment”), Ono shall pay such Milestone Payment to Equillium in cash; provided, however, that the Milestone Payment with respect to a particular Licensed Productany Milestone Event that occurs prior to the Closing shall be included in the Closing Payment and shall not be payable prior to the Closing or if the Closing does not occur for any reason. Notwithstanding the foregoing, Magen ▇▇▇ shall have no obligation to pay the relevant Milestone Payment to Equillium with respect to any Milestone Event (i) [***] or the applicable Permitted Seller(ii) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event[***]. 1. [***] [***] Dollars ($USD 2. [***]) * [***] USD 3. [***] [***] Dollars ($USD 4. [*]) [**] [***] Dollars ($USD 5. [*]) [**] [*] Dollars ($[**]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each USD * If Milestone Payment Event 2 is achieved without Milestone Event 1 having first been achieved, then the Milestone Payments corresponding to both Milestone Event 1 and Milestone Event 2 shall be made payable upon the achievement of Milestone Event 2. Each of the Milestone Payments set forth above shall be payable only once at one time, for the first achievement of each the applicable milestone event with respect to each different Licensed ProductMilestone Event. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Product.281923888 v10

Milestone Payments. Within thirty (30) days after the occurrence of each Milestone, Licensee will pay to the University an amount equal to the Milestone Payment for each respective Milestone event. Each Milestone Payment specified for a respective Milestone is due upon each occurrence of the respective Milestone. Notwithstanding the foregoing, in the event that Licensee is obligated to make a milestone payment to the licensor under the Sister Agreement at the time a milestone is achieved that corresponds to an identical Milestone and substantially equivalent Milestone Payment under this Agreement (a “Corresponding Milestone Payment”), then Licensee may deduct an amount equal to [***] percent ([***]%) days of Magen such Corresponding Milestone Payment from the Milestone Payment due Licensor hereunder. Notwithstanding the foregoing or its Permitted Sellers achieving a milestone event listed below with respect anything else herein to a particular Licensed Productthe contrary, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. amount otherwise due Licensor from Licensee may never be less than [*] [**] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment shall be made only once at the first achievement of each applicable milestone event with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] percent ([***]%) days of First Commercial Sale the applicable Milestone Payment. For the avoidance of doubt, payment will be due to Licensor regardless of whether such Licensed Product under such separate trade nameMilestone is achieved by Company, or by an Affiliate or by a Permitted Sublicensee. If a Licensed Compound or Licensed Product fails in clinical developmentPortions of this Exhibit, after milestone payments indicated by the mark “[***],” were omitted and have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (filed separately with the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development Secretary of the Replacement Product.Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED

Milestone Payments. Within In the event that Ginkgo uses any of the BLI Proprietary Workflows identified in Exhibit D to conduct Commercial Services for a Third Party customer and such Commercial Services [***] result in the discovery of an Antibody to be used as the active ingredient in a therapeutic product for which a Third Party [***] ([*]each such Antibody subject to this Section 7.4.2 (Milestone Payments), a “Discovered Antibody”), then, on a Discovered Antibody-by-Discovered Antibody basis, in the event such Third Party (a) days achieves any of Magen or its Permitted Sellers achieving the milestone events noted below in Table 7.4.2 (each, a milestone event listed below “Milestone Event”) with respect to a particular Licensed ProductDiscovered Antibody and (b) makes a payment to Ginkgo in connection with such Milestone Event, Magen then Ginkgo will pay BLI [***] percent ([***]%) of such payment received by Ginkgo from such Third Party up to the amount of the corresponding “Maximum Milestone Payment” for such milestone event set forth below in Table 7.4.2 (each, a “Milestone Payment”. Notwithstanding anything to the contrary in this Agreement, in no event shall a Discovered Antibody include (x) an Antibody [***] (e.g. [***]) through the conduct of Commercial Services by Ginkgo or the applicable Permitted Seller(y) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such eventan Antibody [***]. [***] $ [*** ] [***] Dollars ($$ [*]) [** ] [***] Dollars ($$ [*]) [** ] [***] Dollars ($$ [*]) [** ] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment shall be made payable only once at for each and every Discovered Antibody. If any Milestone Event is achieved for any Discovered Antibody before any of the first achievement of each applicable milestone event with respect to each different Licensed Product. Further, if a particular Licensed Product has preceding Milestone Events are achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed ProductDiscovered Antibody, then all the Milestone Payments for such milestone payments made unachieved preceding Milestone Events will be due and payable with the Milestone Payment for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement ProductMilestone Event that was achieved. For example, [***].

Milestone Payments. Within [*] ([*]a) days In addition to the Closing Payment, subject to this Section 2.3.2, Purchaser shall pay or cause to be paid to Seller the following additional amounts (each, a “Milestone Payment”) upon the achievement by or on behalf of Magen Purchaser or its Permitted Sellers achieving a milestone event listed below Affiliates, licensees, sublicensees or transferees, if any, of the following events with respect to the Product and the Third Generation Product (each, a particular Licensed Product“Milestone Event”): ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (i) $12,500,000 upon the FDA’s granting of Regulatory Approval of an NDA for a Third Generation Product that practices a patent listable in the Orange Book that has an expiration date which is January 1, Magen 2025 or later; (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars ($[*]ii) [*] [*] Dollars ($[*]; (iii) [*] [*] Dollars ($[*]; (iv) [*] [*] Dollars ($[*]; (v) [*] [*] Dollars ($[*]; (vi) [*] [*] Dollars ($[*]; and (vii) [*] [*] Dollars ($[*]. (b) [*] [*] Dollars For the avoidance of doubt, ($[*]i) [*] [*] Dollars ($[*]) Each notwithstanding anything to the contrary herein, each Milestone Payment shall be made due and payable only once at the first achievement of each applicable milestone event once; and, (ii) with respect to each different Licensed Product. Furtherthe Milestone Events set forth in Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) above, if a particular Licensed Product has in the event that more than one Milestone Event is achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] **], Purchaser shall pay Seller Milestone Payments for each Milestone Event that is achieved unless, with respect to any such Milestone Event, Seller has previously been paid for achieving such Milestone Event. By way of example only, (A) if aggregate Net Sales reach [***], Purchaser shall pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) ([***]) days and 2.3.2(a)(iii) ([***]); and (ii) if aggregate Net Sales reach [***] during the following [***], Purchaser shall pay Seller the Milestone Payment associated with Section 2.3.2(a)(iv) ([***]), but would not pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) or 2.3.2(a)(iii) since Seller had previously received Milestone Payments with respect to those Milestone Events. (c) The Milestone Payment due and payable under Section 2.3.2(a)(i) shall be paid by Purchaser to Seller promptly (but no more than thirty (30) days) following the occurrence of First Commercial Sale the Milestone Event and all Milestone Payments due and payable under Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) shall be paid by Purchaser to Seller promptly (but no more than seventy-five (75) days) following the end of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails the Calendar Year in clinical developmentwhich the applicable Milestone Event occurred (but subject to the limitation in Section 2.3.2(b) that each Milestone shall be due and payable only once), after milestone payments have been paid based on such developmentin each case, by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser. (d) Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any Seller Product to keep copies of the case study reports related to the in vitro and in vivo abuse liability studies in the development plan set forth in Section 2.3.2(d) of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product the Seller Disclosure Schedule (the “Replacement ProductDevelopment Plan”) is subsequently commenced and keep reasonable, correct and complete books and records substantiating the Net Sales amounts recognized in each Calendar Year, in each case, as related to replace achieving the ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Milestone Events (the “Milestone Information”) and shall maintain such Failed Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Until the first Calendar Year following the Calendar Year in which the Reporting Period terminates, Purchaser shall provide Seller, (i) on a quarterly basis, not later than forty-five (45) days after the end of each Calendar Quarter other than the Calendar Quarter ended December 31, the quarterly Net Sales Reports; and (ii) on an annual basis, not later than sixty (60) days after the end of each Calendar Year, the annual Net Sales Reports, in each case as provided in Section 6.13. Seller’s inspection and audit rights with respect to the Milestone Information and Net Sales Reports are set forth in Section 6.13. (e) Prior to the expiration of the Reporting Period, if Purchaser and its Affiliates transfer, sell, license, convey or otherwise dispose of all or substantially all of Seller’s and its Affiliates’ rights in the Product Business or, with respect to Section 2.3.2(a)(i), the rights to the Third Generation Product, then Purchaser shall (i) remain responsible for all of its obligations with respect to the Milestone Payments set forth in this Section 2.3.2; and (ii) cause the transferee, licensee or assignee of such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Producttransferred material rights to comply with this Section 2.3.2.

Milestone Payments. Within Amgen shall pay to Kite, on an Amgen Target-by-Amgen Target basis, and Kite shall pay to Amgen, on a Kite Target-by- Kite Target basis, one-time milestone payments (“Milestone Payments”) following the first occurrence of the corresponding milestone events with respect to one or more Amgen Products directed against such Amgen Target, or one or more Kite Products directed against such Kite Target, asapplicable, as set forth in the following table (the “Milestone Events”): […***…] ([…*]) days **…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] For a particular Target, the Paying Party shall pay to the non-Paying Party the applicable Milestone Payment in the manner described below after the first occurrence of Magen or its Permitted Sellers achieving a milestone event listed below such applicable Milestone Event with respect to a Product directed against the particular Licensed ProductTarget. For clarity, Magen each Milestone Payment is payable only once; and the maximum amount payable for Amgen Products directed against a particular Amgen Target, or Kite Products directed against a particular Kite Target under this Section 8.1.4 (or the applicable Permitted SellerMilestone Payments) will notify Lilly in writing thereof and pay to Lilly the belowis Five Hundred Twenty-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Five Million Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each 525,000,000). No Milestone Payment shall be made only once at payable for subsequent or repeated achievements of such Milestone Event with one or more of the first same or different Products directed against a particular Target. Each of the Milestone Payments shall be non-refundable and non-creditable. The Paying Party shall report to the non-Paying Party its achievement of each applicable milestone event with respect Milestone Event for which payment to each different Licensed Product. Furtherthe non-Paying Party is due, if a particular Licensed Product within […***…] after the Paying Party determines such achievement has achieved Regulatory Approval (for a particular indication or set of indications)occurred, and the non-Paying Party shall invoice the Paying Party for the applicable Milestone Payment. The Paying Party will pay each such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made invoice within […***…] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productits receipt thereof.

Milestone Payments. Within [*] ([*]a) days In addition to the Closing Payment Amount, as part of Magen the Aggregate Consideration, the Sellers shall be entitled to certain additional contingent payments from Buyer after the Closing as set out in this Section 2.8 (each such additional payment, a “Milestone Payment”), subject to the terms and conditions of this Section 2.8. (b) Buyer shall pay, or its Permitted Sellers achieving cause to be paid, to each relevant Seller by way of (i) a milestone Milestone Payment Note and/or (ii) a Contingent Phantom Bonus (in accordance with Section 2.8(n) below), as applicable, each Seller’s applicable share of each Milestone Payment described below (less any applicable (i) Contingent Payment Transaction Expenses; (ii) Company Contingent Phantom Tax Liability; and (iii) Contingent Payment Change of Control Payments) in the event listed below (but solely in the event (except where sections 2.8(e) or 2.8(f) applies)) of the achievement of the corresponding Milestone: Milestone Milestone Payment 46 (c) Subject to Section 2.8(l), if the Buyer’s board of directors determines to permanently terminate or abandon all research and development efforts with respect to a particular Licensed Productthe Milestone Products (prior to achievement of all of the Milestones), Magen the Buyer shall send written notice thereof to the Shareholders’ Representative (or after the applicable Permitted SellerClosing) will notify Lilly in writing within [***] of such determination together with an explanation of the reasons for such termination and abandonment. (d) Buyer shall provide written notice to the Shareholders’ Representative of the achievement of any of the Milestones no later [***] after the occurrence thereof and pay to Lilly (each such notice, a “Milestone Notice”). For the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each avoidance of doubt, each Milestone Payment shall be made payable only once at upon the first achievement of the corresponding Milestone and no amounts shall be due for subsequent or repeated achievement of such Milestone. (e) If the Phase II Initiation Milestone (AD) is achieved prior to achievement (or deemed achievement) of the Phase I Initiation Milestone (AD), then the Phase I Initiation Milestone (AD) shall be deemed achieved. If the Phase III Initiation Milestone (AD) is achieved prior to achievement (or deemed achievement) of either of the Phase II Initiation Milestone (AD) or Phase I Initiation Milestone (AD) then each applicable milestone event with respect such unachieved AD Development Milestone shall be deemed achieved. If the Phase III Initiation Milestone (Second Indication) is achieved prior to each different Licensed Productthe achievement (or deemed achievement) of the Phase II Initiation Milestone (Second Indication), then the Phase II Initiation Milestone (Second Indication) shall be deemed achieved. FurtherFor the Phase II Initiation Milestone (AD), Phase II Initiation Milestone (Second Indication), Phase III Initiation Milestone (AD), Phase III Initiation Milestone (Second Indication), if the Milestone Product is evaluated in a particular Licensed Product has achieved Regulatory Approval hybrid clinical trial that combines more than one phase (e.g., Phase Ib/IIa trial, Phase IIb/III trial, or Phase II/III trial), it shall be understood that the initiation of the second part of the hybrid trial will be considered achievement of the milestone for the respective clinical trial phase. For example, for a particular indication Phase Ib/IIa trial in the AD Indication or set Second Indication, initiation of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments the Phase IIa portion of the trial shall be payable. Such milestone payments shall be made within [*] ([*]) days considered achievement of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement ProductPhase II Initiation Milestone (AD)” or the “Phase II Initiation Milestone (Second Indication)”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productas applicable.

Milestone Payments. Within [*] LICENSEE shall notify LICENSOR as soon as practicable upon achievement of each milestone set forth in the applicable table below ([*]each, a “Milestone”). In further consideration of the licenses and rights granted to LICENSEE, within sixty (60) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or achievement of each Milestone set forth in the applicable Permitted Seller) will notify Lilly in writing thereof and table below, LICENSEE shall pay to Lilly LICENSOR the below-specified corresponding non-creditable and non-refundable milestone payment applicable to such event. (each, a “Milestone Payment”). (a) If LICENSOR’s Equity is less than [***] at the time LICENSEE achieves any of the following Milestones: [***] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [***] Dollars *each Milestone shall only be payable once, regardless of the number of Products achieving such Milestone. ($b) If LICENSOR’s Equity is [*]**] at the time LICENSEE achieves any of the following Milestones: [***] [***] [***] [***] [***] [***] *each Milestone shall only be payable once, regardless of the number of Products achieving such Milestone. (c) Each IF LICENSOR’s Equity is [***] at the time LICENSEE achieves any specific Milestone, no payments will be due resulting from such Milestone. For clarity, (i) should LICENSOR’s Equity subsequently change LICENSOR shall not be entitled to the retroactive payment or retroactive increased payment of any Milestone Payment and (ii) Milestones (1), (2) and (3) under Sections 4.1.1 (a) and (b) may only be paid under either Section 4.1.1(a) or (b), but not both. (d) For the avoidance of doubt and notwithstanding anything to the contrary herein payment of a Milestone to LICENSOR by a sublicensee, assignee or other transferee of, or Third Party retained by, LICENSEE shall be made only once at the first achievement of each applicable milestone event with respect deemed to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development satisfied by LICENSEE for purposes of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productthis Section 4.1.1.

Milestone Payments. Within Bayer shall make the following non-refundable, non-creditable Milestone Payments (the “Milestone Payments”) to Nektar, with respect to the Product, within [***] after achievement of the relevant milestone for the Product. The milestones in this Section 8.3 are cumulative, such that under no circumstances is any single Milestone Payment to be deemed in lieu of, or to be substituted for, another Milestone Payment. For clarity, each milestone in this Section 8.3 is payable by Bayer to Nektar only once with respect to the achievement of any milestone under this Agreement. (i) Effective Date (reimbursement by Bayer [***] Aerogen [***] ([*]Nektar acknowledges that milestone (i) days of Magen or its Permitted Sellers achieving a milestone event listed below was previously paid by Bayer, and that Bayer’s obligations with respect to a particular Licensed Productmilestone (i) have been fulfilled) $ 50 (ii) [***] (Nektar acknowledges that milestone (ii) was previously paid by Bayer, Magen and that Bayer’s obligations with respect to milestone (or the applicable Permitted Sellerii) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. have been fulfilled.) $ 10 * (iii) [***] [*] Dollars **] ($iv) [*]) [**] [*] Dollars **] ($v) [*]) [**] [*] Dollars **] ($vi) [*]) [**] [*] Dollars **] ($vii) [*]) [**] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment This milestone payment shall be made only once at used by Nektar to reimburse Bayer’s Development Costs of conducting any Phase III Clinical Trial in the Territory. Bayer shall invoice Nektar for this $10 million upon the later to occur of the following: (a) dosing of the first achievement patient in the first Phase III Clinical Trial conducted by or for Bayer; and (b) payment of each applicable milestone event (iii) to Nektar by Bayer. Bayer shall provide Nektar with respect documentation reasonably acceptable to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set Nektar evidencing dosing of indications)such first Phase III patient, and Nektar shall have the right to reasonably verify such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for dosing. Nektar shall pay such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made invoiced amount within [***] ([*]) days after its receipt of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productan invoice from Bayer.

Milestone Payments. Within In the event that Ginkgo uses any of the BLI Proprietary Workflows identified in Exhibit D to conduct Commercial Services for a Third Party customer and such Commercial Services [***] result in the discovery of an Antibody to be used as the active ingredient in a therapeutic product for which a Third Party [***] ([*]each such Antibody subject to this Section 7.4.2 (Milestone Payments), a “Discovered Antibody”), then, on a Discovered Antibody-by-Discovered Antibody basis, in the event such Third Party (a) days achieves any of Magen or its Permitted Sellers achieving the milestone events noted below in Table 7.4.2 (each, a milestone event listed below “Milestone Event”) with respect to a particular Licensed ProductDiscovered Antibody and (b) makes a payment to Ginkgo in connection with such Milestone Event, Magen then Ginkgo will pay BLI [***] percent ([***]%) of such payment received by Ginkgo from such Third Party up to the amount of the corresponding “Maximum Milestone Payment” for such milestone event set forth below in Table 7.4.2 (each, a “Milestone Payment”. Notwithstanding anything to the contrary in this Agreement, in no event shall a Discovered Antibody include (x) an Antibody [***] (e.g. [***]) through the conduct of Commercial Services by Ginkgo or the applicable Permitted Seller(y) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such eventan Antibody [***]. [***] $ [ ***] [***] Dollars ($[$ [ *]) [**] [***] Dollars ($[$ [ *]) [**] [*] Dollars ($[*]) [*] [$ [ ***] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment shall be made payable only once at for each and every Discovered Antibody. If any Milestone Event is achieved for any Discovered Antibody before any of the first achievement of each applicable milestone event with respect to each different Licensed Product. Further, if a particular Licensed Product has preceding Milestone Events are achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed ProductDiscovered Antibody, then all the Milestone Payments for such milestone payments made unachieved preceding Milestone Events will be due and payable with the Milestone Payment for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development of the Replacement ProductMilestone Event that was achieved. For example, [***].

Milestone Payments. Within [*] ([*]) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) 4.1 In General Each Milestone Payment shall be due and payable to the Sellers within [***] following the date on which the Sellers' Representative (on behalf of the Sellers) has received a notice from the Buyer informing them that the particular Milestone Event has been achieved, which notification by the Buyer shall be deemed made on the earlier to occur of: (i) the date of the Buyer's public announcement of the Milestone Event or (ii) if the Milestone Event is not publicly announced, a date that is no later than [***] after the Milestone Event has been achieved (the "Milestone Notice Date"). It is hereby understood that each Milestone Payment shall be paid only once at and that the first achievement of each applicable milestone event Buyer is released from any and all obligations under this Agreement with respect to each different Licensed ProductMilestone Payment upon payment in accordance with Section 2.4.3b). Further, if a particular Licensed Product has achieved Regulatory Approval The total of all Milestone Payments is set at CHF 65 (for a particular indication or set sixty-five) million plus one third of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments the Net Proceeds (as defined below) resulting from the sale of the pediatric review voucher of VS-01 pediatric application. Any Milestone Payment due to any Seller shall be payable. Such milestone payments shall be made within paid, at the discretion of the Buyer, (i) in cash by wire transfer of immediately available funds or (ii) [***] (less Deductions pursuant to Section 2.4.3c) and subject to (y) sufficient [*]**] in the Buyer being immediately at the Buyer's free disposal and (z) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails the terms set forth in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”Section 2.4.3c), and clinical development in each case to a bank or [***] account designated by the Party receiving the Milestone Payment or the Sellers' Representative on their behalf. For purposes of another Licensed Product (converting the “Replacement Product”) is subsequently commenced Milestone Payment due to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development Sellers to [***] of the Replacement ProductBuyer, the price [***] of the Buyer shall correspond to [***].

Milestone Payments. Within After the achievement of each of the following Milestones, Niowave shall invoice and RayzeBio shall pay the following Milestone Payments. Detail regarding each of the Milestones is included in Exhibit B. If RayzeBio in its sole determination determines the Ac-225 delivered in Milestone 0 (“MS0”) does not meet RayzeBio’s requirements, then the Parties will promptly meet, within no less than [*] (**], and work in good faith to develop a plan to remedy the issues as promptly as possible. If no remedy that is mutually acceptable to both Parties can be agreed upon, then RayzeBio may terminate this Agreement upon [*]) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [**] [*] Dollars notice to Niowave with no financial obligations due from RayzeBio to Niowave. Milestone 0 ($[*]MS0) [***] $ [***] Dollars Milestone 1 ($[*]MS1) [***] $ [***] Dollars Milestone 2 ($[*]MS2) [***] $ [***] Dollars Milestone 3 ($[*]MS3) [***] $ [***] Dollars Milestone 4 ($[*]MS4) [***] $ [***] Dollars Milestone 5 ($[*]MS5) [***] $ [***] Dollars Milestone 6 ($[*]MS6) [***] $ [***] Dollars Milestone 7 ($[*]MS7) [***] $ [***] Dollars ($If a Milestone is not achieved within [*]) Each **] of the Milestone Date, the Milestone Payment shall be made only once at the first achievement of each applicable milestone event with respect to each different Licensed Productreduced by [***]%. Further, if If a particular Licensed Product has Milestone is not achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [***] of the Milestone Date, the Milestone Payment is reduced to zero (0); provided, however, that the Milestone Payment may be fully restored if Niowave achieves the missed Milestone within [*]) days of First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during the development **] of the Replacement Productmissed Milestone Date and achieves the next successive Milestone on or before the next successive Milestone Date.

Milestone Payments. Within MorphoSys shall pay to Emergent the milestone payments described in this Section 8.2 upon achievement (first occurrence) of the corresponding milestone event; provided, however, that a [**]. MorphoSys shall promptly notify Emergent in writing of, but in no event later than ten (10) calendar days after, the achievement, or in case of a MorphoSys sublicensee achieving such milestone no later than ten (10) calendar days after receipt of notice by such sublicensee, of each such milestone event (each, a “Milestone Notification Notice”) achieved by it and Emergent shall provide a respective invoice to MorphoSys. MorphoSys shall pay the applicable milestone payment by wire transfer of immediately available funds into an account designated by Emergent within sixty (60) calendar days after receipt of such written undisputed invoice pursuant to Section 8.8; provided, however, that in no event shall a failure to deliver a Milestone Notification Notice relieve MorphoSys of its obligation to pay Emergent the milestone payments described in this Section 8.2. Each such payment is nonrefundable and noncreditable against any other payments due hereunder and is only payable on the first Product to achieve such milestone event. Each milestone payment shall only be due for the first Product to achieve the applicable milestone, on an Indication-by-Indication basis, irrespective of the number of Products that may subsequently achieve the applicable milestone event. For clarity, all milestone payments will be made once only. 1. [intentionally left blank] ([intentionally left blank] [*]) days of Magen or its Permitted Sellers achieving a milestone event listed below with respect to a particular Licensed Product, Magen (or the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [**] Dollars ($[*]) Each Milestone Payment shall be made only once at *] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] For clarity, for the first achievement of each applicable milestone event with respect to each different Licensed Product. Furtherfourth and subsequent Indications, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent no further development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made within [*] ([*]) days of First Commercial Sale of such Licensed Product due under such separate trade namethis Agreement. If a Licensed Compound or Licensed Product fails milestone event 5 described in clinical development, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product the preceding table under the heading “Development Milestone Event” is terminated (a “Failed Product”), and clinical development of another Licensed Product (achieved before the “Replacement Product”) is subsequently commenced to replace such Failed Product, then all such milestone payments made for the Failed Product may be credited against milestone payments due for achievement of milestone events during event 4 listed under such heading, then milestone event 4 shall be deemed automatically achieved, and the development corresponding milestone payment shall be due and payable together with the payment of the Replacement Productmilestone payment for the subsequent milestone event. If milestone event 7 described in the preceding table under the heading “Development Milestone Event” is achieved before the achievement of milestone event 6 listed under the such heading, then milestone event 6 shall be deemed automatically achieved, and the corresponding milestone payment shall be due and payable together with the payment of the milestone payment for the subsequent milestone event.

Milestone Payments. Within [*] ([*]) days In further consideration of Magen or its Permitted Sellers achieving a milestone event listed below with respect the licenses and rights granted to a particular Licensed ProductMaruho hereunder, Magen (or upon achievement of each Milestone set forth below, the applicable Permitted Seller) will notify Lilly in writing thereof and pay to Lilly the below-specified corresponding non-creditable and non-refundable milestone payment applicable to such event. [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) [*] [*] Dollars ($[*]) Each Milestone Payment shall be made only once at the first payable by Maruho to Dermira. Maruho shall notify Dermira as soon as practicable upon achievement of each Milestone, but no later than [*****] Business Days after Maruho’s determination of achievement and Dermira shall submit an invoice for the applicable milestone event with respect to each different Licensed Product. Further, if a particular Licensed Product has achieved Regulatory Approval (for a particular indication or set of indications), and such Licensed Product is subsequently developed and achieves Regulatory Approval for one or more additional indications and is sold under a separate trade name for such additional indications, then for all milestone events achieved by such Licensed Product in such subsequent development efforts for such additional indication, all applicable milestone payments shall be payable. Such milestone payments shall be made Milestone Payment within [*****] (Business Days after such notice. Maruho shall pay to Dermira each applicable Milestone Payment within [*****] days after such Milestone is achieved. (1) Upon [*****] for the Product [*****] USD $[*****] (2) days Upon [*****] for the Product [*****] USD $[*****] (3) Upon [*****] USD $[*****] (4) Upon [*****] USD $[*****] (5) Upon [*****] USD $[*****] (6) Upon [*****] USD $[*****] (7) Upon [*****] USD $[*****] For the avoidance of doubt (a) a Milestone achieved by a sublicensee or assignee of, or Third Party retained by, Maruho or its Affiliates shall be deemed to have been achieved by Maruho for purposes of this Section 6.1.2, and (b) if more than one Milestone is achieved at the same time, then each applicable Milestone Payment will be due and payable (by way of example, if during Maruho’s first fiscal year after First Commercial Sale of such Licensed Product under such separate trade name. If a Licensed Compound or Licensed Product fails in clinical developmentSale, after milestone payments have been paid based on such development, and development of such Licensed Compound or Licensed Product is terminated (a “Failed Product”), and clinical development of another Licensed Product (the “Replacement Product”) is subsequently commenced to replace such Failed Productthere are [*****], then all such milestone payments made for the Failed Product may Milestone Payment 3 and Milestone Payment 4 would both be credited against milestone payments due for achievement of milestone events during the development of the Replacement Productand payable.)