Development-Based Milestone Payments. At such time as Company (or its Affiliates or Sublicensees) achieve a milestone event as described below, Company shall pay to Licensor the Milestone Payment specified below. For avoidance of doubt, only one of each such milestone payments shall be payable, notwithstanding that there may be multiple Products and/or replacement Products. The specified milestone payment shall be made within [*] ([*]) days after the occurrence of the milestone event. For the purpose of this Section 4.2 “Final Approval” shall mean approval by the FDA or EMEA that is not conditioned on any other event (or if an approval is conditioned upon an event, then the occurrence of that event), provided, however, such other events shall specifically not include FDA or EMEA requirements to conduct post marketing studies and any requirement for such post marketing studies shall not be deemed to delay the Final Approval.

Development-Based Milestone Payments. At such time as Licensee (or its Affiliates or Sublicensees) achieve a Milestone Event as described below for a specific Licensed Product, Licensee shall pay to Licensor the Milestone Payment specified below. The specified milestone payment shall be made within thirty (30) days after the occurrence of the Milestone Event. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Development-Based Milestone Payments. As further consideration for the license granted hereunder, Pacific Beach will make the following one time Milestone Payments to Santee. 6.6.1 Fifty Thousand Dollars ($50,000) within ninety (90) days of the Effective Date of this Agreement; 6.6.2 One Hundred Twenty Five Thousand Dollars ($125,000) within ninety (90) days of the first acceptance for review by the FDA of the first Pacific Beach (or Affiliate or Sublicensee) -sponsored IND for each Licensed Product; 6.6.3 Five Hundred Thousand Dollars ($500,000) within ninety (90) days of the first dosing of patient with a Licensed Product in the first phase III clinical trial under a Pacific Beach (or Affiliate or Sublicensee) -sponsored IND for each Licensed Product; 6.6.4 Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) within ninety (90) days of the first acceptance for review by the FDA of the first Pacific Beach (or Affiliate or Sublicensee) -sponsored NDA for each Licensed Product; 6.6.5 Four Million Dollars ($4,000,000) within ninety (90) days of the first final approval by the FDA of the first Pacific Beach (or Affiliate or Sublicensee) -sponsored NDA for each Licensed Product; 6.6.6 One Million One Hundred Twenty Five Thousand Dollars ($1,125,000) within ninety (90) days of the first acceptance for review by the EMEA of the first Pacific Beach (or Affiliate or Sublicensee) -sponsored application for commercial sale of each Licensed Product; and 6.6.7 Two Million Dollars ($2,000,000) within ninety (90) days of the first final approval by the EMEA of the first Pacific Beach (or Affiliate or Sublicensee) -sponsored application for commercial sale of each Licensed Product. Notwithstanding anything to the contrary herein, in no event shall Pacific Beach pay to Santee any amount pursuant to this Section 6.6 (other than pursuant to Section 6.6.1) that Santee is not required to remit to RDJ pursuant to the RDJ/Santee License Agreement.

Development-Based Milestone Payments. InterMune will pay ALZA each of the following milestone payments: (a) [*] within 30 days after initiation of a Phase III pivotal trial with the Product and Actimmune® in combination; (b) [*] within 30 days after the submission of an NDA in the United States for use of the Product in combination with Actimmune; and (c) [*] within 30 days after approval of an NDA in the United States for use of the Product and Actimmune in combination.

Development-Based Milestone Payments. At such time as TranS1 (or its Affiliates or Sublicensees) achieves a milestone event as described below, TranS1 shall pay to Licensor the Milestone Payment specified below. For avoidance of doubt, only one of each such development-based milestone payments shall be payable, notwithstanding that there may be multiple Products and/or replacement Products. TranS1 shall notify Licensor within five (5) business days after any of the milestone events described below has actually been achieved, and, except as provided for in Section 10.2, the specified milestone payment shall be made within ten (10) days after such notification. Milestone Event Milestone Payment US$ (1) Completion of Limited Market Release $ [***] (2) Full Commercial Launch $ [***] (3) Issuance in the U.S. of a patent included in the Licensed Patent Rights with one or more Valid Claims Covering the use of Product in the lateral spine procedure described in the Licensed Know-How (the “IP Milestone”) $ [***] [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

Development-Based Milestone Payments. As further consideration for the license granted hereunder, the Company will make the following one time Milestone Payments to Licensor. 7.5.1 [****]; 7.5.2 [****]; 7.5.3 [****]; 7.5.4 [****]; 7.5.5 [****]; 7.5.6 [****]; 7.5.7 [****] upon the earlier of: (a) [****]; (b) [****]; and (c) [****]. 7.5.8 [****]; and 7.5.9 [****].

Development-Based Milestone Payments. At such time as any Licensed Product of Licensee (or its Affiliates or Sublicensees) first achieves a Milestone Event as described below, Licensee shall pay to Licensor the Milestone Payment specified below. The specified milestone payment shall be made within [*****] days after the later to occur of the Milestone Event or the receipt by Licensee or its Affiliate of a corresponding payment made by a Sublicensee. For the avoidance of doubt, such payments shall be made only once for the occurrence of any particular Milestone Event, even if such Licensed Product falls within the scope of more than one of the License Agreements or even if other Licensed Products subsequently also achieve such Milestone Event. Dollar ($) amounts are US dollars. A. Milestone Events for Therapeutic-Related Licensed Products. (i) [*****] of any upfront payment (otherwise a “Therapeutic License Fee”) received by Licensee in connection with the signing of a cardiac cell therapy sublicense transaction. (ii) [*****]. (iii) [*****]. (iv) [*****]. (v) [*****]. (vi) [*****]. (vii) [*****]. (viii) [*****]. (ix) [*****]. B. Milestone Events for Service-Related Licensed Products. (i) [*****].

Development-Based Milestone Payments. At such time as Licensee (or its Affiliates or Sublicensees) achieves a milestone event as described below, Licensee shall pay to Licensor the Milestone Payment specified below. For avoidance of doubt, only one of each such milestone payments shall be payable, notwithstanding that there may be multiple Products and/or replacement Products, and once paid, each such milestone amount shall be non-refundable and non-creditable. Licensee shall notify Licensor within ten (10) business days after any of the milestone events described below has actually been achieved, and the specified milestone payment shall be made within thirty (30) days after such notification. For the purpose of this Section 4.2 "Final Approval" shall mean approval by the FDA or EMA that is not conditioned on any other event (or if an approval is conditioned upon an event, then the occurrence of that event), provided, however, such other events shall specifically not include FDA or EMA requirements to conduct post marketing studies and any requirement for such post marketing studies shall not be deemed to delay the Final Approval.

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