Common use of Commercial Milestones Clause in Contracts

Commercial Milestones. (a) Within [*****] calendar days after the end of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.

Commercial Milestones. As additional consideration for the rights granted to Licensee pursuant to Clause 2.1 (aGrants to Licensee), Licensee will notify ArQule of the achievement of each of the following events (each, a Commercial Milestone Event) Within [within *****] calendar * days after of the end of the first Calendar Year Quarter in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight such event occurs. ArQule shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall promptly invoice EverInsight Licensee for the corresponding nonamount below, and Licensee shall pay to ArQule the following one-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen time milestone payments within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar * days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) . First Calendar Year in which the aggregate annual Net Sales of all Licensed Products in the Territory exceed $*** $ *** First Calendar Year in which the aggregate annual Net Sales of all Licensed Products in the Territory exceed $*** $ *** First Calendar Year in which the aggregate annual Net Sales of all Licensed Products in the Territory exceed $*** $ *** First Calendar Year in which the aggregate annual Net Sales of all Licensed Products in the Territory exceed $*** $ *** In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight notwithstanding the fact that Licensee has not given VistaGen the notice of the achievement of such Commercial Milestone Eventa notice, ArQule believes any such milestone event has occurred, it shall so notify EverInsight Licensee in writing and shall provide to EverInsight Licensee data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) Clause 5.3 (Commercial Milestones - subsection (d)Milestones) that relates to whether or not a Commercial Milestone Event milestone event has occurred shall be referred to the JSC JDC to be resolved in accordance with ARTICLE 3 Clause 4 (GovernanceDEVELOPMENT COMMITTEE) and shall be subject to resolution in accordance with Section 14.10 Clause 11.5 (Governing Law and Dispute Resolution). Once Licensee has made any particular milestone payment under this Clause 5.3 (Commercial Milestones), Licensee will not be obligated to make any payment with respect to the re-occurrence of the same Milestone Event. If any two of the Milestone Events above occur in the same Calendar Year, both applicable milestone payments will be due and payable to ArQule. The Milestone Payments made for each Commercial Milestone Event above milestone payments shall be non-creditable and non-refundable. If at the time any given milestone payment set forth in Clause 5.3 (Commercial Milestones) is due and one (1) or more preceding milestone payments for antecedent milestone events have not been paid, then such unpaid antecedent milestone payments shall be paid at such time as well.

Commercial Milestones. (a1) Within a payment of [*****] calendar days after the end upon Annual Net Sales of the Product first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within exceeding [*****] Business Days after (the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments“First Commercial Milestone”). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”):; (1). 2) a payment of [*****] (2). ] upon Annual Net Sales of the Product first exceeding [*****]] (the “Second Commercial Milestone”); (3). ) a payment of [*****] (4). ] upon Annual Net Sales of the Product first exceeding [*****] ] (5the “Third Commercial Milestone”). [*****] (b) For the purposes avoidance of determining whether a Net Sales doubt, each Milestone Event has been achievedmay be achieved only once and each Milestone Payment may be paid only one time, Net Sales of Licensed Product(s) in the Territory shall be aggregatedif at all. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only onceIf, upon the first achievement of the applicable Commercial Phase II Milestone Eventor the Phase III Milestone, regardless of how many times such Commercial any preceding Milestone Event is achieved. (cPayment(s) If a Commercial corresponding to the First Clinical Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial and/or Phase II Milestone Event in Section 8.3 has have not been madepaid, then the Milestone Payment(s) corresponding to the First Clinical Milestone and/or Phase II Milestone, as applicable, shall become due and payable to the Stockholders upon achievement of the Phase II Milestone or Phase III Milestone, as applicable. If, upon the first achievement of the First Approval Milestone or the Second Approval Milestone, any preceding Milestone Payment(s) corresponding to the First Clinical Milestone, the Phase II Milestone, and/or the Phase III Milestone have not been paid, then such previous unpaid Milestone Payments corresponding to the First Clinical Milestone, Phase II Milestone, and/or Phase III Milestone, as applicable, shall become due and payable to the Stockholders upon achievement of the First Approval Milestone or Second Approval Milestone, as applicable. If, upon the first achievement of the Second Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15or the Third Commercial Milestone, any preceding Milestone Payment(s) calendar days of such achievement. VistaGen shall corresponding to the First Commercial Milestone and/or the Second Commercial Milestone have not been paid, then invoice EverInsight for such unpaid previous Milestone Payments corresponding to the First Commercial Milestone, the Second Commercial Milestone Event(s) and/or the Third Commercial Milestone, as applicable, shall become due and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days payable to the Stockholders upon achievement of receipt of such invoice. (d) In the event that, VistaGen believes any Second Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen or the notice of the achievement of such Third Commercial Milestone EventMilestone, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundableas applicable.

Commercial Milestones. In partial consideration of the rights granted by Clearside to BioCryst hereunder and subject to the terms and conditions of this Agreement, BioCryst will make the following payments (a) each such amount, a “Commercial Milestone Payment”), following the first occurrence of each event described in the table below (each, a “Commercial Milestone”), whether such milestone is achieved by BioCryst, an Affiliate or a Sublicensee: For the first Calendar Year during the Term in which the Net Sales of the Covered Product for such Calendar Year in the Territory exceeds $[***] $[***] For the first Calendar Year during the Term in which the Net Sales of the Covered Product for such Calendar Year in the Territory exceeds $[***] $[***] For the first Calendar Year during the Term in which the Net Sales of the Covered Product for such Calendar Year in the Territory exceeds $2,000,000,000 $[***] Within [***] ([**] calendar *]) days after the end occurrence of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in a Commercial Milestone, BioCryst will send Clearside a written notice identifying the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of and the achievement of Commercial Milestone Payment Amount set forth above with respect to such Commercial Milestone Event and VistaGen shall Milestone. Thereafter, Clearside will invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen BioCryst within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] ) days of Clearside’s receipt of such notice for the achievement of the Commercial Milestone and BioCryst shall pay such Commercial Milestone Payment in accordance with Section 5.6 (2Invoices). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales The Commercial Milestone Payments set forth in this Section 8.3 5.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Eventsuch milestone event, regardless of how many times such Commercial Milestone Event milestone event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.

Commercial Milestones. (a) Within [*****] calendar days after the end of the first Calendar Fiscal Year in which aggregate annual Net Sales for that Calendar Fiscal Year for the all Licensed Product in the Territory Products reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight Everest shall notify VistaGen Sxxxx of the achievement of such Commercial Milestone Event and VistaGen Sxxxx shall invoice EverInsight Everest for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight Everest shall remit payment to VistaGen Sxxxx within [*****] Business Days after of the receipt of the such invoice, as described in Section 8.6 9.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Events Milestone Payments (in U.S. Dollars) (each a “Commercial Milestone Event”): (1). First Fiscal Year in which aggregate annual Net Sales of Licensed Products in the Territory equal or exceed [*****] ] U.S. dollars (2). $[*****] (3). ) $[*****] (4). ] First Fiscal Year in which aggregate annual Net Sales of Licensed Products in the Territory equal or exceed [***] U.S. dollars ($[***] (5). ) $[***] First Fiscal Year in which aggregate annual Net Sales of Licensed Products in the Territory equal or exceed [***] U.S. dollars ($[***]) $[***] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of all Licensed Product(s) Products in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 9.3 (Commercial Milestones) shall be payable only onceonce for all Licensed Products, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 9.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight Everest shall notify VistaGen Sxxxx within fifteen (15) [***] calendar days of such achievement. VistaGen Sxxxx shall then invoice EverInsight Everest for such unpaid previous Commercial Milestone Event(s) and EverInsight Everest shall pay VistaGen Sxxxx such unpaid previous milestone payment(s) within thirty (30) [***] Business Days of receipt of such invoice. (d) Everest shall provide Sxxxx with prompt written notice upon the occurrence of each Milestone Event set forth in Section 9.2 (Development and Regulatory Milestone Payments) and Section 9.3 (Commercial Milestones). In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight notwithstanding the fact that Everest has not given VistaGen the notice of the achievement of such Commercial a notice, Sxxxx believes any such Milestone EventEvent has occurred, it shall so notify EverInsight Everest in writing and shall provide to EverInsight Everest data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d9.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC JDC to be resolved in accordance with ARTICLE 3 4 (Governance) and shall be subject to resolution in accordance with Section 14.10 15.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.

Commercial Milestones. (a) Within [*****] calendar days after the end of the first Calendar Year Quarter in which aggregate annual Aggregate Annual Net Sales for that Calendar Year for the of all Licensed Product Products in the Territory in a Calendar Year first reach any threshold indicated in the Commercial Milestone Events milestone events listed below, EverInsight Roivant shall notify VistaGen TheraVida of the achievement of such Commercial Milestone Event milestone event and VistaGen TheraVida shall invoice EverInsight Roivant for the corresponding non-refundable, non-creditable Milestone Payment milestone payment set forth below and EverInsight below. Roivant shall remit payment to VistaGen TheraVida within [*****] Business Days after of the receipt of the such invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). ] [*****] (3). ] [*****] (4). ] [*****] (5). ] [***] [***] (b) For the purposes of determining whether a Net Sales Milestone Event milestone event has been achieved, Net Sales of all Licensed Product(s) Products in the Territory shall be aggregated. For clarity, each of the annual Net Sales Milestone Payments milestone payments set forth in this Section 8.3 8.3(a) (Commercial Milestones—subsection (a)) shall be payable only onceonce for all Licensed Products, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achievedmilestone event. (c) If a Commercial Milestone Event in Section 8.3 8.3(a) (Commercial Milestones—subsection(a)) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 milestone event has not been made, then such previous Commercial Milestone Event milestone event shall be deemed achieved and EverInsight achieved, TheraVida shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight Roivant for such unpaid previous Commercial Milestone Event(smilestone event(s) and EverInsight Roivant shall pay VistaGen TheraVida such unpaid previous milestone payment(s) within thirty (30) Business Days [***] of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial . If more than one Milestone Event under in Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (dMilestones—subsection(a)) that relates to whether or not is achieved in a Commercial Milestone Event has occurred Calendar Year, then the corresponding milestone payment for each such achievement shall be referred due and owing with respect to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution)such Calendar Year. The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Commercial Milestones. (a) Within [*****] calendar days after the end of the first Calendar Fiscal Year in which aggregate annual Net Sales for that Calendar Fiscal Year for the all Licensed Product in the Territory Products reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight Everest shall notify VistaGen NPLH of the achievement of such Commercial Milestone Event and VistaGen NPLH shall invoice EverInsight Everest for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight Everest shall remit payment to VistaGen NPLH within [*****] Business Days after of the receipt of the such invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Events Milestone Payments (in U.S. Dollars) (each a “Commercial Milestone Event”): (1). First Fiscal Year in which aggregate annual Net Sales of Licensed Products in the Territory equal or exceed [*****] ] U.S. dollars (2). $[*****] (3). ) $[*****] (4). ] First Fiscal Year in which aggregate annual Net Sales of Licensed Products in the Territory equal or exceed [***] U.S. dollars ($[***] (5). ) $[***] First Fiscal Year in which aggregate annual Net Sales of Licensed Products in the Territory equal or exceed [***] U.S. dollars ($[***]) $[***] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of all Licensed Product(s) Products in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only onceonce for all Licensed Products, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.such

Commercial Milestones. For the first year in which trailing 12 months Net Sales for all Licensed Products (ai.e. all indications in the Field) Within exceeds [***] USD in the Territory [**] USD For the first year in which trailing 12 months Net Sales for all Licensed Products (i.e. all indications in the Field) exceeds [**] USD in the Territory [**] USD For the first year in which trailing 12 months Net Sales for all Licensed Products (i.e. all indi­cations in the Field) exceeds [**] USD in the Territory [**] USD For the first year in which trailing 12 months Net Sales for all Licensed Products (i.e. all indications in the Field) exceeds [**] USD in the Territory [**] USD ​ ​ 6. Section 14.2 of the Agreement is hereby amended by adding at the end the following provisions: “Notwithstanding the above, Xxxxxxxxxx shall be entitled to invoice to Licensee Calliditas’ actual out-of-pocket costs relating to the prosecution and maintenance of patents for South Korea, such amounts to be invoiced annually with respect to the costs paid in the prior calendar year, beginning in 2023 with respect to costs paid in 2022. Such invoices shall be submitted no later than [**] days of the close of the calendar year to which they relate and shall be paid by Licensee within [**] days after the end invoice date by bank wire transfer of immediately available funds to such account as is generally used for payments to Calliditas or as Calliditas may designate by notice to Licensee.” 7. In addition to the original upfront payment stipulated in Section 9.1 Upfront Payment of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for Agreement, Licensee shall additionally pay to Calliditas the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt deductible amount of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) 3 million USD within thirty (30) Business Days business days upon the full execution of this First Amendment and the receipt of the invoice made by Calliditas, in consideration of such invoiceTerritory Extension. (d) In 8. This First Amendment, together with the event thatAgreement and any Schedules thereto, VistaGen believes constitute the entire agreement between the Parties with respect to the subject matter contained therein, and together, supersede and replace any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen and all prior and contemporaneous understandings, arrangements and agreements, whether oral or written, with respect to the notice subject matter. 9. Except as otherwise amended hereby, the Agreement shall remain in full force and effect as presently written, and the rights, duties, liabilities and obligations of the achievement Parties thereto, as presently constituted, will continue in full effect. 10. This First Amendment may be executed by the Parties on separate counterparts, each of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred which shall be referred to an original and both of which, taken together, shall constitute one and the JSC to same agreement. This First Amendment and any counterpart signature page hereto may be resolved in accordance delivered by a Party by facsimile or electronic transmission with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundablethe same effect as if such Party had delivered an executed original counterpart of this First Amendment.

Commercial Milestones. (a) Within [*****] calendar days after the end of the first Calendar Year Quarter in which aggregate annual Aggregate Annual Net Sales for that Calendar Year for the of all Licensed Product Products in the Territory in a Calendar Year first reach any threshold indicated in the Commercial Milestone Events milestone events listed below, EverInsight Roivant shall notify VistaGen TheraVida of the achievement of such Commercial Milestone Event milestone event and VistaGen TheraVida shall invoice EverInsight Roivant for the corresponding non-refundable, non-creditable Milestone Payment milestone payment set forth below and EverInsight below. Roivant shall remit payment to VistaGen TheraVida within [*****] Business Days after of the receipt of the such invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). ] [*****] (3). ] [*****] (4). ] [*****] (5). ] [***] [***] (b) For the purposes of determining whether a Net Sales Milestone Event milestone event has been achieved, Net Sales of all Licensed Product(s) Products in the Territory shall be aggregated. For clarity, each of the annual Net Sales Milestone Payments milestone payments set forth in this Section 8.3 8.3(a) (Commercial Milestones—subsection (a)) shall be payable only onceonce for all Licensed Products, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achievedmilestone event. (c) If a Commercial Milestone Event in Section 8.3 8.3(a) (Commercial Milestones—subsection(a)) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 milestone event has not been made, then such previous Commercial Milestone Event milestone event shall be deemed achieved and EverInsight achieved, TheraVida shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight Roivant for such unpaid previous Commercial Milestone Event(smilestone event(s) and EverInsight Roivant shall pay VistaGen TheraVida such unpaid previous milestone payment(s) within thirty (30) Business Days [***] of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial . If more than one Milestone Event under in Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (dMilestones—subsection(a)) that relates to whether or not is achieved in a Commercial Milestone Event has occurred Calendar Year, then the corresponding milestone payment for each such achievement shall be referred due and owing with respect to the JSC to be resolved in accordance with ARTICLE 3 such Calendar Year. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (GovernanceI) and shall be subject to resolution in accordance with Section 14.10 IS NOT MATERIAL AND (Dispute Resolution)II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundableIF PUBLICLY DISCLOSED.

Commercial Milestones. On an Option Program-by-Option Program basis, following Biogen’s exercise of its Option with respect to a given Option Program in accordance with Section 2.3 (aOption Exercise), Biogen will make one-time milestone payments (each, a “Commercial Milestone Payment”) Within [*****] calendar days after to Denali upon the end first achievement by Biogen or its Affiliates or Sublicensees of each of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed belowcommercial milestone events (each, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). ) set forth in TABLE 9.3.2(a) [*****] (2). ] or TABLE 9.3.2(b) [*****] (3). ] below for the first Option Product [*****] (4)] to achieve the applicable Commercial Milestone Event. [*****] (5). [*****] (b) For the purposes avoidance of determining whether a Net Sales doubt, each Commercial Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall Payment hereunder will be payable only once, once per Option Program upon the first achievement of the applicable Commercial Milestone Event, regardless Event by an Option Product that is the subject of how many times such Option Program. No additional Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to Payments will be made for any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the subsequent achievement of such Commercial Milestone Event, it shall so Event by any other Option Product that is the subject of such Option Program. Biogen will notify EverInsight Denali in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not of the achievement of a Commercial Milestone Event has occurred shall be referred by Biogen or its Affiliates or Sublicensees no later than [***] after Biogen becomes aware of the achievement thereof. Thereafter, Denali will provide Biogen with an invoice for the corresponding Commercial Milestone Payment, and Biogen will pay to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution)Denali such Commercial Milestone Payment no later than [***] after its receipt of invoice for such Commercial Milestone Payment. The Milestone Payments made for each [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] A Commercial Milestone Event in a particular country shall be non-creditable and non-refundable.deemed to be achieved for an Indication if the relevant Regulatory Approval in a given country for an Option Product has a label for such Indication. [***]

Commercial Milestones. (a) Within [*****] calendar days after the end of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year In consideration for the Licensed Product in rights granted to Allogene under this Agreement, Allogene shall make the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding following non-refundable, non-creditable Milestone Payment milestone payments to Notch following the achievement of the following milestones based on cumulative annual, worldwide Net Sales by Allogene or any of its Affiliates or Sublicensees: 1. [***] [***] [***] 2. [***] [***] [***] 3. [***] [***] [***] Each of the milestone payments set forth below in the table above shall be payable only once per Exclusive Target per Cell Type, the first time such milestone for such Exclusive Target and EverInsight Cell Type is achieved, and irrespective of the number of times such milestone is achieved with respect to an Exclusive Target and Cell Type. If any milestone above is achieved for an Initial Target which is subsequently replaced by a Substitute Target, then such achieved milestone shall remit not be paid for such Substitute Target; however, Allogene shall pay for any milestones above achieved by Allogene or any of its Affiliates or Sublicensees for such Substitute Target that were not paid for such Initial Target. The aggregate amount payable by Allogene under this Section 6.7 for all milestones achieved by Allogene, its Affiliates and its Sublicensees with respect to an Exclusive Target (including an Initial Target and its Substitute Target, collectively) shall not exceed [***] Dollars [***] per Cell Type. Allogene shall notify Notch contemporaneously with its provision of its royalty report under Section 6.11 for the Calendar Quarter in which such . milestone was achieved and shall pay the corresponding milestone payment to VistaGen within [*****] Business Days after the days following its receipt of Notch’s invoice therefor. Notwithstanding the invoiceforegoing, as described in Section 8.6 Allogene shall only be required to pay one set of commercial milestones relating to any Bi-Specific Product that meets a commercial milestone and that is Directed Against two (Currency2) or more Bi-Specific Excluded Targets; Exchange Rate; Payments). Annual Net Sales Milestones provided that Allogene shall thereafter pay any additional commercial milestones that are achieved for Licensed any further Product Milestone Payments 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 commercial milestones achieved by Allogene, its Affiliates and its Sublicensees with respect to an Exclusive Target (in Dollarsincluding an Initial Target and its Substitute Target, collectively) (each a “Commercial Milestone Event”): (1). shall not exceed [*****] (2). ] Dollars [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated] per Cell Type. For clarityexample, if a commercial milestone is first achieved by a Product Directed Against an Exclusive Target and then such commercial milestone is achieved by a Bi-Specific Product Directed Against such Exclusive Target and a second Exclusive Target as to which no Product has previously achieved such commercial milestone, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) applicable milestone payment shall be become payable only once, upon the first based on such achievement of the applicable Commercial Milestone Event, regardless of how many times by such Commercial Milestone Event is achievedBi-Specific Product. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.