Common use of Development and Regulatory Milestone Payments Clause in Contracts

Development and Regulatory Milestone Payments. Buyer shall also pay the following development and regulatory milestone payments: (a) With respect to Non-ALS or Stroke Orphazyme Products and subject to the terms set forth in subsection (b) below, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: [*] [*] [*] [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b) Buyer shall pay to Seller the amounts set forth under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” when the first Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. Buyer shall pay to Seller the amounts set forth under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” when the second Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. A Non-ALS or Stroke Orphazyme Product will not be considered the second Non-ALS or Stroke Orphazyme Product for purposes of the preceding sentence unless it contains a different Compound than the first Non-ALS or Stroke Orphazyme Product. The amounts payable under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. The amounts payable under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (c) With respect to each ALS or Stroke Orphazyme Product, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: [*] [*] Each milestone payment shall be payable only once for each ALS or Stroke Orphazyme Product irrespective of the number of times the milestone events shall have been achieved by such ALS or Stroke Orphazyme Product. A subsequent ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above if: (i) it contains a Compound that is different than other ALS or Stroke Orphazyme Products previously achieving such milestone; or (ii) it contains the same Compound as another ALS or Stroke Orphazyme Product previously achieving such milestone, but such subsequent ALS or Stroke Orphazyme Product is for a different indication (i.e. ALS or Stroke) than such ALS or Stroke Orphazyme Product previously achieving such milestone. Notwithstanding the foregoing, an ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above even if such product contains a Compound that was used to develop a Non-ALS or Stroke Orphazyme Product that achieved one or more milestone payments pursuant to subsections (a) and (b) above. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (d) Buyer shall provide Seller with written notice of the achievement of each milestone and pay to Seller the corresponding milestone payment within [*] days after such milestone is achieved. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Development and Regulatory Milestone Payments. Buyer shall also pay the following development and regulatory milestone payments: (a) With respect to Non-ALS or Stroke Orphazyme Products and subject to the terms set forth in subsection (b) below, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: Milestone Event First Non-ALS or Stroke Orphazyme Product Milestone Payment Second Non-ALS or Stroke Orphazyme Product Milestone Payment [*] [*] [*] [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b) Buyer shall pay to Seller the amounts set forth under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” when the first Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. Buyer shall pay to Seller the amounts set forth under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” when the second Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. A Non-ALS or Stroke Orphazyme Product will not be considered the second Non-ALS or Stroke Orphazyme Product for purposes of the preceding sentence unless it contains a different Compound than the first Non-ALS or Stroke Orphazyme Product. The amounts payable under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. The amounts payable under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (c) With respect to each ALS or Stroke Orphazyme Product, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: [*] [*] Each milestone payment shall be payable only once for each ALS or Stroke Orphazyme Product irrespective of the number of times the milestone events shall have been achieved by such ALS or Stroke Orphazyme Product. A subsequent ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above if: (i) it contains a Compound that is different than other ALS or Stroke Orphazyme Products previously achieving such milestone; or (ii) it contains the same Compound as another ALS or Stroke Orphazyme Product previously achieving such milestone, but such subsequent ALS or Stroke Orphazyme Product is for a different indication (i.e. ALS or Stroke) than such ALS or Stroke Orphazyme Product previously achieving such milestone. Notwithstanding the foregoing, an ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above even if such product contains a Compound that was used to develop a Non-ALS or Stroke Orphazyme Product that achieved one or more milestone payments pursuant to subsections (a) and (b) above. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (d) Buyer shall provide Seller with written notice of the achievement of each milestone and pay to Seller the corresponding milestone payment within [*] days after such milestone is achieved. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Development and Regulatory Milestone Payments. Buyer shall also pay the following development and regulatory milestone payments: (a) With respect to Non-ALS or Stroke Orphazyme Products and subject to the terms set forth in subsection (b) below, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: First dosing in the first Clinical Trial $[***] $[***] First dosing in the first Phase III Clinical Trial $[***] $[***] = Certain confidential information contained MAA Approval by the EMA or the applicable Regulatory Authority in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.a Major European Union Country $[***] $[***] MAA Approval in the United States $[***] $[***] MAA Approval in Japan $[***] $[***] (b) Buyer shall pay to Seller the amounts set forth under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” when the first Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. Buyer shall pay to Seller the amounts set forth under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” when the second Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. A Non-ALS or Stroke Orphazyme Product will not be considered the second Non-ALS or Stroke Orphazyme Product for purposes of the preceding sentence unless it contains a different Compound than the first Non-ALS or Stroke Orphazyme Product. The amounts payable under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. The amounts payable under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (c) With respect to each ALS or Stroke Orphazyme Product, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: First dosing in the first Phase III Clinical Trial $[***] Acceptance of Filing Submission by EMA $[***] MAA Approval by the EMA or the applicable Regulatory Authority in a Major European Union Country $[***] Acceptance of Filing Submission by FDA $[***] MAA Approval in the United States $[***] MAA Approval in Japan $[***] Each milestone payment shall be payable only once for each ALS or Stroke Orphazyme Product irrespective of the number of times the milestone events shall have been achieved by such ALS or Stroke Orphazyme Product. A subsequent ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above if: (i) it contains a Compound that is different than other ALS or Stroke Orphazyme Products previously achieving such milestone; or (ii) it contains the same Compound as another ALS or Stroke Orphazyme Product previously achieving such milestone, but such subsequent ALS or Stroke Orphazyme Product is for a different indication (i.e. ALS or Stroke) than such ALS or Stroke Orphazyme Product previously achieving such milestone. Notwithstanding the foregoing, an ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above even if such product contains a Compound that was used to develop a Non-ALS or Stroke Orphazyme Product that achieved one or more milestone payments pursuant to subsections (a) and (b) above. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (d) Buyer shall provide Seller with written notice of the achievement of each milestone and pay to Seller the corresponding milestone payment within [*] 30 days after such milestone is achieved. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.

Development and Regulatory Milestone Payments. Buyer shall also pay the following development and regulatory milestone payments: (a) With respect to Non-ALS or Stroke Orphazyme Products and subject 6.4.1. Subject to the terms set forth in subsection (b) belowof this Agreement, Buyer following Option Exercise for a Collaboration Program, Allergan shall make the following non-refundable cash payments to Seller following Exicure (the “Development and Regulatory Milestone Payments”) after the achievement by Allergan or any of the corresponding milestone event by Buyer, its Affiliates or their licensees: [Sublicensees of the applicable event set forth below with respect to a Licensed Product (the “Development and Regulatory Milestone Events”): THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*] [*] [*] [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed*”. 1. ***** ***** 2. ***** ***** 3. ***** ***** 4. ***** ***** 5. ***** ***** 6. ***** ***** 7. ***** ***** 8. ***** ***** * *****. (b) Buyer shall pay to Seller the amounts set forth under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” when the first Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event6.4.2. Buyer shall pay to Seller the amounts set forth under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” when the second Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. A Non-ALS or Stroke Orphazyme Product will not be considered the second Non-ALS or Stroke Orphazyme Product for purposes Each of the preceding sentence unless it contains a different Compound than the first Non-ALS or Stroke Orphazyme Product. The amounts payable under the column entitled “First Non-ALS or Stroke Orphazyme Product Development and Regulatory Milestone Payment” will be paid only once. The amounts payable under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (c) With respect to each ALS or Stroke Orphazyme Product, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: [*] [*] Each milestone payment shall be Payments is payable only once for each ALS with respect to the Licensed Products arising out of or Stroke Orphazyme from a given Collaboration Program upon the first achievement of such Development and Regulatory Milestone Event by a Licensed Product irrespective arising out of or from such Collaboration Program, regardless of the number of times Licensed Products arising out of or from such Collaboration Program that achieve the milestone events shall applicable Development and Regulatory Milestone Event; provided, however, that *****. 6.4.3. Each of Development and Regulatory Milestone Events 1 and 2 as set forth in Section 6.4.1 is intended to be successive. If a Licensed Product is not required to undergo such Development and Regulatory Milestone Event, such skipped Development and Regulatory Milestone Event will be deemed to have been achieved upon the achievement by such ALS or Stroke Orphazyme Licensed Product of the next successive Development and Regulatory Milestone Event. The Development and Regulatory Milestone Payment corresponding to any such skipped Development and Regulatory Milestone Event that is owed in accordance with the provisions of the foregoing sentence with respect to a given Licensed Product will be due concurrently with the Development and Regulatory Milestone Payment for the next successive Development and Regulatory Milestone Event by such Licensed Product. A subsequent ALS or Stroke Orphazyme , it being agreed that if a Licensed Product is eligible not required to achieve undergo Development and Regulatory Milestone Event 2, the milestone payments listed above if: (i) it contains a Compound that is different than other ALS corresponding Development and Regulatory Milestone Payment will be made upon the first to occur of Development and Regulatory Milestone Events 3, 4 or Stroke Orphazyme Products previously achieving such milestone; or (ii) it contains the same Compound as another ALS or Stroke Orphazyme Product previously achieving such milestone, but such subsequent ALS or Stroke Orphazyme Product is for a different indication (i.e. ALS or Stroke) than such ALS or Stroke Orphazyme Product previously achieving such milestone. Notwithstanding the foregoing, an ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above even if such product contains a Compound that was used to develop a Non-ALS or Stroke Orphazyme Product that achieved one or more milestone payments pursuant to subsections (a) and (b) above. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party5. (d) Buyer 6.4.4. Allergan shall provide Seller with deliver to Exicure written notice of the achievement of each milestone any Development and pay to Seller Regulatory Milestone Event for which a Development and Regulatory Milestone Payment is payable hereunder, together with the corresponding milestone payment Development and Regulatory Milestone Payment, within [*] **** days after such milestone is achieved. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material achievement of the applicable Development and (ii) would be competitively harmful if publicly disclosedRegulatory Milestone Event.

Development and Regulatory Milestone Payments. Buyer shall also pay 6.2.1 In partial consideration of the following development and regulatory milestone payments: (a) With respect to Non-ALS or Stroke Orphazyme Products rights granted hereunder and subject to the terms set forth in subsection (b) belowand conditions stated herein, Buyer Licensee shall make the following non-refundable cash and non-creditable payments (each, a “Development Milestone Payment”) to Seller following Licensor upon the achievement first occurrence of the corresponding milestone event events specified below by Buyer, Licensee or any of its Affiliates or their licensees: Sublicensees (each a “Development Milestone Event”): 1. [***] [***] U.S. dollars (U.S.$[***]) 2. [***] [***] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both U.S. Dollars (iU.S.$[***]) not material and (ii) would be competitively harmful if publicly disclosed. (b) Buyer shall pay to Seller the amounts set forth under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” when the first Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event3. Buyer shall pay to Seller the amounts set forth under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” when the second Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. A Non-ALS or Stroke Orphazyme Product will not be considered the second Non-ALS or Stroke Orphazyme Product for purposes of the preceding sentence unless it contains a different Compound than the first Non-ALS or Stroke Orphazyme Product. The amounts payable under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. The amounts payable under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (c) With respect to each ALS or Stroke Orphazyme Product, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: [***] [***] Each milestone payment U.S. dollars (U.S.$[***]) 4. [***] [***] U.S. Dollars (U.S.$[***) 5. [***] [***] U.S. Dollars (U.S.$[***]) 6. [***] [***] U.S. Dollars (U.S.$[***]) 6.2.2 Such Development Milestone Payments shall be payable paid only once for each ALS on the first occurrence of such Development Milestone Event by Licensee or Stroke Orphazyme Product irrespective any of its Affiliates or Sublicensees, notwithstanding the potential Development of multiple Products hereunder which may involve separate clinical trials or Regulatory Approvals and regardless of how many times such Development Milestone Event is achieved and/or the number of times Products that achieve such Development Milestone Event; provided, however, that if such first Product fails to achieve all Development Milestone Events, Licensee will owe Licensor the milestone events shall have been Development Milestone Payments corresponding to the achievement by the next most advanced Product of all Development Milestone Events not previously achieved by such ALS or Stroke Orphazyme first Product. A subsequent ALS or Stroke Orphazyme , and so forth with each next most advanced Product is eligible until all Development Milestone Payments corresponding to achieve the milestone payments listed above if: (i) it contains a Compound that is different than other ALS or Stroke Orphazyme Products previously achieving such milestone; or (ii) it contains the same Compound as another ALS or Stroke Orphazyme Product previously achieving such milestone, but such subsequent ALS or Stroke Orphazyme Product is for a different indication (i.e. ALS or Stroke) than such ALS or Stroke Orphazyme Product previously achieving such milestone. Notwithstanding the foregoing, an ALS or Stroke Orphazyme Product is eligible achieved Development Milestone Events have been paid to achieve the milestone payments listed above even if such product contains a Compound that was used to develop a Non-ALS or Stroke Orphazyme Product that achieved one or more milestone payments pursuant to subsections (a) and (b) above. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third PartyLicensor. (d) Buyer 6.2.3 Licensee shall provide Seller with written notice promptly, and in any event within [***] Business Days, notify Licensor following the first occurrence of the achievement a Development Milestone Event. Following receipt of each milestone and pay to Seller such notice, Licensor shall issue an invoice for the corresponding milestone payment Development Milestone Payment which shall be paid by Licensee, or its designated Affiliate, to Licensor within [***] days after such milestone is achieved. [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosedreceipt of an invoice from Licensor.

Development and Regulatory Milestone Payments. Buyer EQRx shall also pay make the following development [***] non- refundable and regulatory non-creditable milestone payments: (a) With respect to Non-ALS or Stroke Orphazyme Products and subject to the terms payments set forth in subsection (b) below, Buyer shall make the table below upon the first achievement of each of the following non-refundable cash corresponding milestone event: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] only the milestone payments to Seller following set forth in the “Reduced Milestone Payment” column of the table above will be applicable upon the first achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: [*] [*] [*] [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) such Licensed Product and not material and (ii) would be competitively harmful if publicly disclosed. (b) Buyer shall pay to Seller the amounts milestone payment set forth under in the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” when column. For clarity, in the event that there is no milestone payment set forth in the “Reduced Milestone Payment” column of the table above, the milestone payment in the “Milestone Payment” column will be applicable upon the first Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves achievement of the corresponding milestone event. Buyer shall pay For clarity, each milestone payment under this Section 9.2: (a) will be owed and payable to Seller Hansoh whether the amounts set forth under the column entitled “Second Non-ALS milestone event triggering such payment was achieved by EQRx or Stroke Orphazyme Product Milestone Payment” when the second Non-ALS or Stroke Orphazyme Product developed by Buyer, any of its Affiliates or their licensees achieves the corresponding milestone event. A Non-ALS or Stroke Orphazyme Product will not be considered the second Non-ALS or Stroke Orphazyme Product for purposes of the preceding sentence unless it contains a different Compound than the first Non-ALS or Stroke Orphazyme Product. The amounts payable under the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. The amounts payable under the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. For the avoidance of doubtSublicensees, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (c) With respect to each ALS or Stroke Orphazyme Product, Buyer shall make the following non-refundable cash payments to Seller following the achievement of the corresponding milestone event by Buyer, its Affiliates or their licensees: [*] [*] Each milestone payment shall be payable only once for each ALS or Stroke Orphazyme Product irrespective of the number of times the milestone events shall have been achieved by such ALS or Stroke Orphazyme Product. A subsequent ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above if: (i) it contains a Compound that is different than other ALS or Stroke Orphazyme Products previously achieving such milestone; or (ii) it contains the same Compound as another ALS or Stroke Orphazyme Product previously achieving such milestone, but such subsequent ALS or Stroke Orphazyme Product is for a different indication (i.e. ALS or Stroke) than such ALS or Stroke Orphazyme Product previously achieving such milestone. Notwithstanding the foregoing, an ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above even if such product contains a Compound that was used to develop a Non-ALS or Stroke Orphazyme Product that achieved one or more milestone payments pursuant to subsections (a) and (b) aboveis payable only once, upon the first achievement of the applicable milestone event for the first Licensed Product in the EQRx Territory, notwithstanding whether such Licensed Product achieves the same milestone event more than once or whether any subsequent Licensed Product achieves such milestone event. For further clarity, the avoidance of doubtMilestone Events [***] and the associated Milestone Payments under this Section 9.2 are mutually exclusive, milestones such that if Milestone Event [***] is achieved, Milestone Payment [***] will not become payable in any event, and if Milestone Event [***] is achieved by Third Parties under investigator-sponsored studies shall then the Milestone Payment [***] will not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (d) Buyer shall become payable in any event. EQRx will promptly provide Seller Hansoh with written notice of the achievement of each any milestone event in this Section 9.2, in any event within [***] after the achievement of the applicable milestone event by EQRx or any of its Affiliates, or within [***] after the achievement of the applicable milestone event by a Sublicensee. Hansoh will invoice EQRx following receipt of such written notice [***] and EQRx will pay to Seller the corresponding associated milestone payment within [*] days after such milestone is achieved. [**] = Certain confidential information contained in this document, marked of the receipt of such invoice. Such payment will be made by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosedwire transfer of immediately available funds into an account designated by Hansoh unless otherwise instructed by Hansoh.

Development and Regulatory Milestone Payments. Buyer shall also pay the following development and regulatory milestone payments: (ai) With respect to Non-ALS or Stroke Orphazyme Products and subject Subject to the terms set forth and conditions herein, within [***] after the first achievement of each milestone event below in subsection connection with an Initial Licensed Product containing SAL200 by or on behalf of Lysovant or any of its Affiliates or Sublicensees (b) beloweach, Buyer an “SAL200 Milestone Event”), Lysovant shall make the following non-refundable cash payments to Seller following notify iNtRON of the achievement of such milestone event. iNtRON shall invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding milestone event by Buyer, its Affiliates or their licensees: to such SAL200 Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the receipt of such invoice. [***] [*** ] [***] [*** ] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and [***] [*** ] [***] [*** ] (ii) would The milestone payments set forth in Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be competitively harmful payable only once, upon the first achievement of the applicable milestone event by any Licensed Product containing SAL200, even if publicly disclosedthe same milestone event is later achieved by another Licensed Product. If a Combination Product containing SAL200 is the first Licensed Product to achieve a SAL200 Milestone Event then the corresponding milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. For clarity, (A) if a New Endolysin Milestone Event is achieved by a Licensed Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment made under 7.2(a)(iii) (Development and Regulatory Milestone Payments) and a SAL200 Milestone Event corresponding to such New Endolysin Milestone Event is subsequently achieved by a Licensed Product containing SAL200, then Lysovant will only have to pay to iNtRON the difference between the milestone payment previously paid for the achievement of such New Endolysin Milestone Event and the milestone payment due for achievement of such SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments). (bB) Buyer shall pay to Seller If a Combination Product containing SAL200 and one or more different Licensed Endolysins achieves a SAL200 Milestone Event and such SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product containing SAL200 or a Combination Product containing SAL200, then only the amounts payment set forth under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no additional payment set forth under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due even if one or more of the column entitled “First Non-ALS or Stroke Orphazyme different Licensed Endolysins in such Combination Product has not previously achieved a New Endolysin Milestone Payment” when Event. (C) [***]. (D) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) is [***]. (iii) Subject to the terms and conditions herein, within [***] after the first Non-ALS achievement of each milestone event below (each, a “New Endolysin Milestone Event”) by or Stroke Orphazyme Product developed by Buyer, on behalf of Lysovant or any of its Affiliates or their licensees achieves Sublicensees in connection with (a) a New Licensed Product (except with respect to any New Licensed Product containing any New [***] Endolysin) or (b) an Initial Licensed Product containing an Initial Endolysin other than SAL200 (if a corresponding SAL200 Milestone Event has not previously been achieved by an Initial Licensed Product or Combination Product), Lysovant shall notify iNtRON of the corresponding achievement of such milestone event. Buyer iNtRON shall pay invoice Lysovant for the applicable non-refundable, non-creditable milestone payment corresponding to Seller such New Endolysin Milestone Event as shown below. Lysovant shall remit payment to iNtRON within [***] of the amounts receipt of such invoice. New Endolysin Milestone Event (except with respect to New [***] Endolysins) Milestone Payments (in Dollars) [***] [***] [***] [***] [***] [***] [***] [***] (iv) The milestone payments set forth under in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be payable only once for all New Licensed Products containing a New Licensed Endolysin upon the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” when the second Non-ALS or Stroke Orphazyme Product developed by Buyer, its Affiliates or their licensees achieves the corresponding milestone event. A Non-ALS or Stroke Orphazyme Product will not be considered the second Non-ALS or Stroke Orphazyme Product for purposes first achievement of the preceding sentence unless it contains a different Compound applicable milestone event by any Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) even if the same milestone event is later achieved by another Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin). The milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be payable only once for all Licensed Products containing an Initial Endolysin other than SAL200 upon the first Non-ALS or Stroke Orphazyme achievement of the applicable milestone event by any Licensed Product containing any Initial Endolysin other than SAL200 even if the same milestone event is later achieved by another Licensed Product containing an Initial Endolysin other than SAL200, provided that no milestone payments set forth in Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due if a corresponding SAL200 Milestone Event has previously been achieved by an Initial Licensed Product. The amounts payable If a Combination Product achieves a New Endolysin Milestone Event, only one payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for such Combination Product and no payment shall be due for the column entitled “First Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only once. The amounts payable under use of any additional Licensed Endolysins in the column entitled “Second Non-ALS or Stroke Orphazyme Product Milestone Payment” will be paid only onceCombination Product. For the avoidance of doubt, milestones achieved by Third Parties if a milestone payment under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or their licensees, even if Buyer provides product under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) has been made for a material transfer agreement to such Third Party. (c) With respect to each ALS or Stroke Orphazyme specific milestone event for every Licensed Endolysin in a Combination Product, Buyer shall make the following non-refundable cash payments to Seller following the no milestone payment under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) or Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for achievement of the corresponding such milestone event by Buyer, its Affiliates or their licensees: [*] [*] Each milestone payment shall be payable only once for each ALS or Stroke Orphazyme Product irrespective of the number of times the milestone events shall have been such Combination Product. For clarity, (A) if a SAL200 Milestone Event is achieved by such ALS any Initial Licensed Product or Stroke Orphazyme Product. A subsequent ALS or Stroke Orphazyme Combination Product is eligible to achieve the milestone payments listed above if: (i) it contains a Compound that is different than other ALS or Stroke Orphazyme Products previously achieving such milestone; or (ii) it contains the same Compound as another ALS or Stroke Orphazyme Product previously achieving such milestone, but such subsequent ALS or Stroke Orphazyme Product is for a different indication (i.e. ALS or Stroke) than such ALS or Stroke Orphazyme Product previously achieving such milestone. Notwithstanding the foregoing, an ALS or Stroke Orphazyme Product is eligible to achieve the milestone payments listed above even if such product contains a Compound that was used to develop a Non-ALS or Stroke Orphazyme Product that achieved one or more milestone payments pursuant to subsections (a) containing SAL200 and (b) above. For the avoidance of doubt, milestones achieved by Third Parties under investigator-sponsored studies shall not be deemed achieved by Buyer, its Affiliates or their licensees, even if Buyer provides product under a material transfer agreement to such Third Party. (d) Buyer shall provide Seller with written notice of the achievement of each milestone and pay to Seller the corresponding milestone payment within paid under Section 7.2(a)(i) (Development and Regulatory Milestone Payments), and a New Endolysin Milestone Event corresponding to the SAL200 Milestone Event is subsequently achieved by an Initial Licensed Product containing an Initial Endolysin other than SAL200; or a Combination Product containing an Initial Endolysin other than SAL200, no milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for the use of such Initial Endolysin in such Initial Licensed Product or Combination Product. (B) if a New Endolysin Milestone Event is achieved by any Initial Licensed Product containing an Initial Endolysin other than SAL200 or a Combination Product containing an Initial Endolysin other than SAL200 and the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) paid and a SAL200 Milestone Event corresponding to the New Endolysin Milestone Event is subsequently achieved by (1) an Initial Licensed Product containing SAL200 or (2) a Combination Product containing SAL200, then Lysovant will pay to iNtRON the difference between the milestone payment paid for the Initial Licensed Product containing an Initial Endolysin other than SAL200 under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) and the milestone payment due for the corresponding SAL200 Milestone Event under Section 7.2(a)(i) (Development and Regulatory Milestone Payments) for the use of SAL200 in such Initial Licensed Product or Combination Product. (C) If a SAL200 Milestone Event has not been achieved by any Licensed Product containing SAL200 and a Combination Product containing an Initial Endolysin other than SAL200 is the first Licensed Product containing an Initial Endolysin other than SAL200 to achieve a New Endolysin Milestone Event then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (D) If a New Endolysin Milestone Event has not been achieved by any Licensed Product containing a New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) and a Combination Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) is the first Licensed Product containing the New Licensed Endolysin (including the New Endolysin corresponding to such New Licensed Endolysin and any other endolysins included in the definition of New Licensed Endolysin corresponding to such New Endolysin) then the corresponding milestone payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) will be due for such Combination Product, but no additional payment under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) shall be due for the use of any other Licensed Endolysins in such Combination Product. (E) [*] days after such milestone **]. (F) Notwithstanding anything to the contrary herein, the maximum amount payable by Lysovant under Section 7.2(a)(iii) (Development and Regulatory Milestone Payments) for all Licensed Products containing any Initial Endolysin other than SAL200 or all Licensed Products containing an endolysin falling within the definition of a New Licensed Endolysin is achieved. [*] = Certain confidential information contained **]. (v) Notwithstanding anything to the contrary in this documentAgreement, marked the milestone payments payable under this Section 7.2(a) (Development and Regulatory Milestone Payments) in connection with the [***] respectively) shall be reduced by brackets[***] if the [***] requires the Initial Licensed Product or New Licensed Product, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosedas applicable, [***].