Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. Facet shall make milestone payments (each a “Milestone Payment”) to Trubion based on the first achievement of each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after the first achievement of the corresponding milestone event with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]

Development Milestone Payments. Facet MPI shall make the following milestone payments (each a “Milestone Payment”) to Trubion based on SGI within [***] after the first achievement of each of the following milestone event in the Fieldevents by MPI or, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3[***], two Products are deemed the “same Product” if one Product containsSGI, or, as its active pharmaceutical ingredientapplicable, [ * their respective Affiliates or sublicensees. Each such milestone payment shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]. (a) [***]. Facet The milestone payments listed in the table below shall pay be payable to Trubion SGI for the amounts set forth below, within [ * [***] after to achieve the first achievement of the corresponding designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] [***] [***] (b) [***]. The milestone payments listed in the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if table below shall be payable to SGI for the Development of a Product is abandoned, any Milestone Payments made [***] to achieve the designated milestone event with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * [***]. Notwithstanding anything to the contrary in [***] [***] [***] [***] [***] [***] [***] Certain information on this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, page has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 24b-2 the omitted portions. (c) [***]. The milestone payments listed in the table below shall be payable to SGI for the first Licensed Product to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (d) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the Securities Exchange Act of 1934relevant milestone event, as amended[***]. [ * If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * [***] (e) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] [ * to achieve the designated milestone event with respect to the [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * [***]

Development Milestone Payments. Facet shall make Within [***] following the first achievement (whether by the applicable Party, its Affiliate or, in the case of Xxxxxxx, a Sublicensee) of each of the milestone payments events set forth in the table below (each each, a “Development Milestone Event”), the Party with responsibility for conducting the applicable Clinical Trial under this Agreement (Cidara in the case of a Research Plan Trial and Xxxxxxx in the case of a Clinical Trial within the Xxxxxxx Clinical Activities) shall provide the other Party with written notice of such achievement, and Xxxxxxx shall pay to Cidara the corresponding non-refundable, non-creditable milestone payment set forth in such table (each, a “Development Milestone Payment”) to Trubion based on the first achievement within [***][***] after receipt of each milestone event in the Fieldan invoice from Cidara for such Development Milestone Event (except that, in the Territory for each case of the second Development Milestone Event in the table below, Xxxxxxx shall pay the corresponding non-refundable, non-creditable Development Milestone Payment within [***] after receipt of an invoice from Cidara, which Cidara may issue on or after Xxxxxxx’x delivery to Cidara of an Election to Proceed Notice pursuant to Section 4.8(b)): [***] [***] [***] [***] [***] [***] (1) If the first Phase 2 Trial of a Product as set forth in this Section 9.3Initiated by or on behalf of Xxxxxxx, its Affiliate or a Sublicensee (the “First Xxxxxxx Clinical Trial”) is [***], then [***] [***] shall be payable by Xxxxxxx [***], and [***] shall be payable [***]. No Each Development Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3payable only once, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after for the first achievement of the corresponding milestone event applicable Development Milestone Event, even if such Development Milestone Event occurs more than once or with respect to the more than one Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]. Each Development Milestone Payment is shall be non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]creditable.

Development Milestone Payments. Facet Takeda shall make milestone payments (each a “Milestone Payment”) to Trubion Affymax based on the first achievement of each milestone event in the Field, in the Licensed Territory for each the Product as set forth in this Section 9.38.2. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet Takeda shall pay to Trubion Affymax the amounts set forth below, below within [ * ] thirty (30) days after the first achievement of the corresponding milestone event with respect to the Product. Each Milestone Payment such payment shall be made by wire transfer of immediately available funds into an account designated by Affymax. Each milestone payment by Takeda to Affymax hereunder shall be payable only once, regardless of the number of times achieved by one or more Products. Each such payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 406 of the Securities Exchange Act of 19341933, as amended. [ * ] $ [ * ] [ * ] $ [ * ] Completion(2) of the first pivotal Phase III Clinical Trial for the Product for the Regulatory Approval in the U.S. by either Party anywhere in the Licensed Territory for treatment of: [ * ] $ [ * ] [ * ] $ [ * ] Pre-Dialysis CKD Anemia $ 15,000,000 Dialysis CKD Anemia $ 15,000,000 Acceptance by FDA of the first NDA submission in the United States for the Product for treatment of: [ * ] $ [ * ] [ * ] $ [ * ] Pre-Dialysis CKD Anemia $ 10,000,000 Dialysis CKD Anemia $ 10,000,000 [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Receipt of Regulatory Approval of the Product in either Renal Indication (i.e., Pre-Dialysis CKD Anemia or Dialysis CKD Anemia) whichever is earlier in the following territories: United States $ 50,000,000 [ * ] $ [ * ] Receipt of Regulatory Approval of the Product, in the following territories, in the other Renal Indication (the indication other than that for which the preceding milestone was paid): United States $ 45,000,000 [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] Total Milestone Payments $ 280,000,000 [ * ] $ = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (1) For clarity, [ * *] (2) For purposes of this section, “completion” means locking of the database for analysis of the study. (3) For clarity, the [ *] milestone for [ * *] $ shall be payable upon the [ * *] (4) For clarity, the milestones for [ *] shall be payable upon [ * *] (5) For clarity, if [ *] $ milestones will be payable [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * *]

Development Milestone Payments. Facet In consideration of the licenses and rights granted to Licensee hereunder, Licensee shall make milestone payments pay to Pfizer the amounts set forth below following the first occurrence of each event described in the first column below by, as applicable, Licensee, any Affiliate of Licensee, any sublicensee of Licensee or any Third Party Acquirer (each such event, a “Development Milestone” and each payment, a “Development Milestone Payment”). DEVELOPMENT MILESTONE (IN EACH CASE APPLICABLE ONLY TO THE FIRST PRODUCT TO ACHIEVE SUCH EVENT IN THE FIRST INDICATION IN THE FIELD) to Trubion based on DEVELOPMENT MILESTONE PAYMENT IF THE RELEVANT DEVELOPMENT MILESTONE IS ACHIEVED BY LICENSEE’S PARENT, LICENSEE, OR ANY AFFILIATE OF LICENSEE DEVELOPMENT MILESTONE PAYMENT IF THE RELEVANT DEVELOPMENT MILESTONE IS ACHIEVED BY A THIRD PARTY SUBLICENSEE OR BY A THIRD PARTY ACQUIRER (OTHER THAN SPRINGWORKS) (1) [***] US$[***] US$[***]* (2) First Commercial Sale of a Product in [***]** US$[***] (3) First Commercial Sale of a Product in [***]** US$[***] (4) First Commercial Sale of a Product in [***]** US$[***] (5) First Commercial Sale of a Product in [***]** US$[***] For the first achievement avoidance of doubt, each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Development Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after payable only once upon the first achievement of the corresponding milestone event applicable Development Milestone, regardless of the number of Products that achieve such Development Milestone or the number of indications for which such Development Milestone is achieved. The total amount payable with respect to these Development Milestones shall not exceed US$13,750,000, or US$17,750,000 if the Development Milestone in clause (1) above is achieved by a Third Party sublicensee or a Third Party Acquirer. [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. * Such Development Milestone Payment shall only be payable if, prior to achieving this Development Milestone, a Third Party Acquirer sublicenses rights to Develop and Commercialize the Compound worldwide in the Field or acquires all or substantially all of the assets of Licensee and (a) subsequently achieves this Development Milestone or (b) achieves the first to occur of a Development Milestone in row (2), (3), (4) or (5) above prior to (i) Licensee, any of its Affiliates, any of its sublicensees or any Third Party Acquirer dosing any patient in any Phase III Clinical Trial for a Product or (ii) Licensee filing the first NDA with respect to the first Product. Each ** The Development Milestone Payment is noncorresponding to this Development Milestone shall be due on the one hundred eighty-refundable and non-creditable against any other payments due hereunderfirst (181st) day after the First Commercial Sale of the applicable Product in the applicable jurisdiction. Except as set forth above, provided that if each Development Milestone Payment shall be payable by Licensee within sixty (60) days after the Development achievement of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments Development Milestone, and such payment shall be accompanied by a report identifying the amount payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of to Pfizer under this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]5.2.

Development Milestone Payments. Facet MPI shall make the following milestone payments (each a “Milestone Payment”) to Trubion based on SGI within [***] after the first achievement of each of the following milestone event in the Fieldevents by MPI or, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3[***], two Products are deemed the “same Product” if one Product containsSGI, or, as its active pharmaceutical ingredientapplicable, [ * their respective Affiliates or sublicensees. Each such milestone payment shall be made by wire transfer of immediately available funds into an account designated by SGI. Each such milestone payment shall be [***]. (a) [***]. Facet The milestone payments listed in the table below shall pay be payable to Trubion SGI for the amounts set forth below, within [ * [***] after to achieve the first achievement of the corresponding designated milestone event with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * [***]. Notwithstanding anything to the contrary in [***] [***] [***] [***] [***] [***] [***] [***] [***] Certain information on this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, page has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 24b-2 the omitted portions. (b) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (c) [***]. The milestone payments listed in the table below shall be payable to SGI for the first Licensed Product to achieve the designated milestone event with respect to [***]. [***] [***] [***] [***] [***] [***] (d) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to [***]. Notwithstanding the foregoing, with respect to each such milestone payment, in the event that MPI reasonably determines in good faith, and shares its determination with SGI at least [***] before the reasonably anticipated achievement of the relevant milestone event, [***]. If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Act of 1934Commission. Confidential treatment has been requested with respect to the omitted portions. [***] [***] [***] [***] [***] [***] [***] [***] (e) [***]. The milestone payments listed in the table below shall be payable to SGI for the [***] to achieve the designated milestone event with respect to the [***]. Notwithstanding the foregoing, as amendedwith respect to each such milestone payment, in the event that [***]. [ * If SGI disputes such [***]. If SGI does not provide such notice and [***]. [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * [***] [ * [***] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * [***]

Development Milestone Payments. Facet shall make milestone payments (each a “Milestone Payment”) to Trubion based on the first achievement of each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * [*]. Facet shall pay to Trubion the amounts set forth below, within [ * [*] after the first achievement of the corresponding milestone event with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * [*]” of a Clinical Trial shall occur upon [ * [*], “[ * [*]” and “[ * [*]” shall be [ * [*] or, [ * [*]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * [*]. [ * [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * $[*] $ [ * [*] [ * ] $ [ * $[*]

Development Milestone Payments. Facet Subject to the terms and conditions of this Agreement (including clauses (a)-(c) of this Section 4.3), Gritstone shall make milestone pay to Genevant each of the nonrefundable, noncreditable payments set forth in the table below (each a “Development Milestone Payment”) to Trubion based on the first achievement of each milestone event in the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after upon the first achievement of the corresponding development milestone event (as set forth in the table in this Section 4.3, each a “Development Milestone” and such table, the “Development Milestone Table”) by [***]. [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] For clarity: [***]. Gritstone shall provide written notice to Genevant of the occurrence of each Development Milestone within [***] of its occurrence and pay the corresponding Development Milestone Payment to Genevant within [***] after delivery of an invoice from Genevant therefor. Notwithstanding the foregoing: (a) with respect to each Development Milestone [***], then [***]; and (b) solely with respect to the Product. Each Development Milestone Payment [***], if, on the date such Development Milestone is non-refundable and non-creditable against any other payments due hereunderachieved, provided that if the Development of a Product is abandoned[***], any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment then: (i) if, as of the other Productday immediately preceding the date such Development Milestone is achieved, [***], then [***]; or (ii) if, as of the day immediately preceding the date such Development Milestone is achieved, [***], then [***]; or (iii) if, as of the day immediately preceding the date such Development Milestone is achieved, [***], then [***]. For clarity, [***]. *the purposes of [***] to achieve this Section 9.3, the “[ * ]” of a Clinical Trial Development Milestone shall occur upon [ * [***], “[ * but [***]” ” (c) In the event of [***], Gritstone shall provide written notice to Genevant [***] within [***] of its occurrence and “[ * [***] shall apply in each case [***]” shall be [ * ] or: (i) if [***], [ * then [***]. Notwithstanding anything to the contrary in this Agreement; (ii) if [***]; (iii) upon [***], if Trubion is deemed pursuant to Section 14.2(b[***], then [***]: (A) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion[***]; (B) [***]; (C) [***]; or (D) [***]; (iv) upon [***], the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(bif [***], then [***]: (A) shall be reduced by [ * if [***]. [ * ; (B) if [***]; (C) if [***]; or (D) if [***]; (v) upon [***], then [***] = Certain confidential information contained in this document: (A) if [***]; (B) if [***]; (C) if [***]; or (D) if [***]; (vi) Upon [***], marked by bracketsif [***], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * then [***]: (A) if [***]; (B) if [***]; or (C) if [***].

Development Milestone Payments. Facet As additional consideration for the grant of rights under this Agreement, and on the terms and subject to the conditions set forth herein, Allergan shall make milestone the following payments to Assembly (each a the “Development Milestone PaymentPayments”) to Trubion based after the achievement following the Effective Date by or on behalf of Allergan of the applicable event set forth below (collectively, the “Development Milestone Events”). Each of the Development Milestone Payments are payable only once per Permitted Indication as set forth in the table below upon the first achievement of each milestone event Development Milestone Event regardless of the number of Licensed Products that are developed for such Permitted Indication or subsequent achievement of such Development Milestone Events for such Permitted Indication with a different Licensed Product; provided, that, the Development Milestone Events for [* * *] Permitted Indications in addition to the Field, in the Territory for each Product as set forth in this Section 9.3. No Milestone Payment Initial Indications shall be made twice with respect payable subject to the same Productcredit provided in Section 4.8.3. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product containsAllergan or Assembly, as its active pharmaceutical ingredientapplicable, [ * ]will notify the other Party in writing as soon as reasonably possible following the achievement of a Development Milestone Event. Facet Allergan shall pay to Trubion Assembly the amounts set forth below, corresponding Milestone Payment within [ [* * *] days after the first achievement of the corresponding milestone event with respect to the Productapplicable Development Milestone Event. Each The Development Milestone Payment is Payments shall be non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Productrefundable. For the purposes of this Section 9.3, the “[ [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]

Development Milestone Payments. Facet shall make milestone payments In further consideration for the licenses and other rights granted to Merck herein by SeaGen, subject to the terms and conditions of this Agreement (each a “Milestone Payment”) to Trubion based on including Section 16.4.2(b)(viii)), Merck will notify SeaGen within [ * ] Business Days following the first achievement of each milestone event in the Field, in the Territory for each Product as set forth described below in this Section 9.3. No 10.2.1 (each, a “Development Milestone Payment shall be made twice Event”) by the Parties under this Agreement after the Effective Date with respect to the same Product. For first Licensed Product to achieve the purposes of this Section 9.3applicable Development Milestone Event, two Products are deemed and Merck shall thereafter pay the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the corresponding payment amounts set forth below, within [ * ] after below associated with the first achievement of the corresponding milestone event with respect to the Product. Each applicable Development Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation Event in accordance with Section 14.2(b10.2.2 (each, a “Development Milestone Payment”): Development Milestone Development Milestone Event Payment (in U.S. Dollars) shall be reduced by [ * ]1. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ 2. [ * ] [ * ] $ 3. [ * ] [ * ] $ 4. [ * ] [ * ] $ 5. [ * ] [ * ] $ 6. [ * ] [ * ] $ 7. [ * ] [ * ] $ -100- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED Development Milestone Development Milestone Event Payment (in U.S. Dollars) 8. [ * ] [ * ] $ 9. [ * ] [ * ] $ 10. [ * ] [ * ] $ 11. [ * ] [ * ] $ 12. [ * ] [ * ] $ 13. [ * ] [ * ] $ 14. [ * ] [ * ] $ 15. [ * ] [ * ] 16. [ * ] [ * ] 17. [ * ] [ * ] 18. [ * ] [ * ] 19. [ * ] [ * ] 20. [ * ] [ * ] 21. [ * ] [ * ] 22. [ * ] [ * ] With respect to the Development Milestone Events the following shall apply: (a) With respect to Development Milestones Events [ * ], if a given [ * ], then Development Milestone Event [ * ] will be deemed achieved as of [ * ] and the corresponding Development Milestone Payment shall be due and payable by Merck. (b) if Development Milestone Event [ * ] is skipped and not paid, but Development Milestone Event [ * ] is subsequently achieved [ * ], then upon achievement of Development Milestone Event [ * ], Development Milestone Event [ * ] will be deemed achieved and the corresponding Development Milestone Payment shall be due and payable by Merck with the Development Milestone Payment corresponding to Development Milestone Event 3. (c) if Development Milestone Event [ * ] is skipped and not paid, but Development Milestone Event [ * ] is subsequently achieved [ * ], then upon achievement of -101- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED

Development Milestone Payments. Facet Subject to the terms and conditions of this Agreement, MERCK shall make milestone pay to DOV the following payments (each a “Milestone Payment”) to Trubion based on the first achievement of each milestone event in the Field, in following milestones ("Development Milestones"): (a) MERCK shall make the Territory following payments for each Product as set forth in this Section 9.3. No Milestone Payment shall be made twice with respect to the same Product. For the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after the first achievement of the corresponding milestone event with respect to following Development Milestones by MERCK or any Related Party for any Product: (i) [***] $US [***] (ii) [***] $US [***] (iii) [***] $US [***] [LOGO] Restricted Confidential Limited Access *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO THIS MATERIAL. (iv) [***] $US [***] (v) [***] $US [***] (vi) [***] $US [***] (vii) [***] $US [***] (viii) [***] $US [***] (b) MERCK shall make the following payments for the achievement by MERCK or any Related Party of the following Development Milestones for a second Indication for the first Product. Each Milestone Payment is non-: (i) [***] $US [***] (ii) [***] $US [***] (c) The above Development Milestones are not refundable and non-or creditable against any other payments or obligations of MERCK coming due hereunderand do not create any future performance obligations on the part of DOV, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary except as expressly set forth in this Agreement, . These payments shall not be triggered by any clinical development work performed by DOV (i) prior to the Closing Date or (ii) after the Closing Date if Trubion such work is deemed not in the performance of activities as a CRO pursuant to Section 14.2(bthe Drug Development Plan. MERCK shall notify DOV in writing within thirty (30) to have exercised its Opt-Out Option with respect to all Products on account days following the achievement of an uncured material breach by Trubioneach Development Milestone, and shall make the amount appropriate payment within thirty (30) days after the achievement of such Development Milestone. The milestone payment shall be payable only upon the initial achievement of such Development Milestone and no amounts shall be due hereunder for subsequent or repeated achievement of such Development Milestone. (d) (i) If during the Term of the milestone payments due pursuant Agreement, MERCK has not Initiated the first Phase II Clinical Trial for DOV 21,947 by [***], MERCK shall make a payment to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice DOV of continuation in accordance with Section 14.2(b) shall be reduced by [ * [***] dollars ($US $[***]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]).

Development Milestone Payments. Facet Pfizer shall make the payments set forth below within [**] days (or [**] days after [**] following the first occurrence of each event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone payments (each event a “Development Milestone” and each payment a “Development Milestone Payment”). Development Milestone Development Milestone Payment [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]. The Development Milestone Payment in clause (2) to Trubion based on the first achievement of each milestone event in the Field, in the Territory for each Product this Section 3.3 may become payable as set forth in Section 4.6. Whether or not the Development Milestone in clause (2) of this Section 9.33.3 is achieved, the Development Milestone Payment in clause (2) shall, pursuant to Section 4.6, in all cases become payable prior to the time the Development Milestone Payment in clause (3) of this Section 3.3 becomes payable. No With respect to the Development Milestone in clause (3) of this Section 3.3, in the case of a [**] that is determined to have become [**], such Development Milestone, if achieved based on such [**], shall be achieved upon [**]; provided, however, if either [**], such Development Milestone shall be deemed to have been met on the date of such determination. With respect to the Development Milestone in clause (8) of this Section 3.3, such Development Milestone will be paid in [**], provided that if such Licensed Product [**]. (For the avoidance of doubt, all payment [**] that became payable prior to such [**] shall continue to be payable and there shall be [**] of the [**] Development Milestone Payment will be deemed to have been achieved and payable on [**], and will be paid by Pfizer within [**] days thereafter, until the earlier of [**]. For example, [**] of such Development Milestone, such Development Milestone Payment would be paid [**] of the Development Milestone [**]. For the avoidance of doubt: (a) except for (i) the Development Milestone Payment set forth in clause (6) of this Section 3.3 [**], (ii) the Development Milestone Payment set forth in clause (8) of this Section 3.3 [**] and (iii) the Development Milestone Payment set forth in clause (9) of this Section 3.3 [**], each Development Milestone Payment shall be made twice with respect payable only once upon achievement of the applicable Development Milestone and only on the first occurrence of the corresponding Development Milestone regardless of the number of Licensed Products and (b) satisfaction of a Development Milestone by an Affiliate or by a sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to the same Product. For have been satisfied by Pfizer for the purposes of this Section 9.3, two Products are deemed the “same Product” if one Product contains, as its active pharmaceutical ingredient, [ * ]. Facet shall pay to Trubion the amounts set forth below, within [ * ] after the first achievement of the corresponding milestone event with respect to the Product. Each Milestone Payment is non-refundable and non-creditable against any other payments due hereunder, provided that if the Development of a Product is abandoned, any Milestone Payments made with respect to such abandoned Product may be credited against the corresponding Milestone Payments payable on a Product which achieves such milestones after the abandonment of the other Product. For the purposes of this Section 9.3, the “[ * ]” of a Clinical Trial shall occur upon [ * ], “[ * ]” and “[ * ]” shall be [ * ] or, [ * ]. Notwithstanding anything to the contrary in this Agreement, if Trubion is deemed pursuant to Section 14.2(b) to have exercised its Opt-Out Option with respect to all Products on account of an uncured material breach by Trubion, the amount of the milestone payments due pursuant to this Section 9.3 with respect to milestone events achieved by all Products after Facet has provided Trubion with written notice of continuation in accordance with Section 14.2(b) shall be reduced by [ * ]. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ] [ * ] $ [ * ]3.3.