Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. Within [***] following the first achievement (whether by the applicable Party, its Affiliate or, in the case of ▇▇▇▇▇▇▇, a Sublicensee) of each of the milestone events set forth in the table below (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 ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ shall pay to Cidara the corresponding non-refundable, non-creditable milestone payment set forth in such table (each, a “Development Milestone Payment”) within [***][***] after receipt of an invoice from Cidara for such Development Milestone Event (except that, in the case of the second Development Milestone Event in the table below, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ 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 Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***], then [***] [***] shall be payable by ▇▇▇▇▇▇▇ [***], and [***] shall be payable [***]. Each Development Milestone Payment shall be payable only once, for the first achievement of the applicable Development Milestone Event, even if such Development Milestone Event occurs more than once or with respect to more than one Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]. Each Development Milestone Payment shall be non-refundable and non-creditable.

Development Milestone Payments. Within [***In further consideration for the licenses and other rights granted to Merck herein by SeaGen, subject to the terms and conditions of this Agreement (including Section 16.4.2(b)(viii)), Merck will notify SeaGen within [ * ] Business Days following the first achievement (whether by the applicable Party, its Affiliate or, in the case of ▇▇▇▇▇▇▇, a Sublicensee) of each of the milestone events set forth event described below in the table below this Section 10.2.1 (each, a “Development Milestone Event”), ) by the Party with responsibility for conducting the applicable Clinical Trial Parties under this Agreement (Cidara in after the case of a Research Plan Trial and ▇▇▇▇▇▇▇ in Effective Date with respect to the case of a Clinical Trial within first Licensed Product to achieve the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievementapplicable Development Milestone Event, and ▇▇▇▇▇▇▇ Merck shall thereafter pay to Cidara the corresponding non-refundable, non-creditable milestone payment amounts set forth below associated with the applicable Development Milestone Event in such table accordance with Section 10.2.2 (each, a “Development Milestone Payment”) within [***][***] after receipt of an invoice from Cidara for such ): Development Milestone Development Milestone Event Payment (except thatin U.S. Dollars) 1. [ * ] [ * ] 2. [ * ] [ * ] 3. [ * ] [ * ] 4. [ * ] [ * ] 5. [ * ] [ * ] 6. [ * ] [ * ] 7. [ * ] [ * ] -100- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, in the case of the second 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 table below, ▇▇▇▇▇▇▇ shall pay the corresponding non-refundable, non-creditable Development Milestone Payment within [***] after receipt of an invoice from CidaraEvents the following shall apply: (a) With respect to Development Milestones Events [ * ], which Cidara may issue on or after ▇▇▇▇▇▇▇’▇ delivery to Cidara of an Election to Proceed Notice pursuant to Section 4.8(b)): [***] [***] [***] [***] [***] [***] (1) If the first Phase 2 Trial of if a Product Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***given [ * ], then [***Development Milestone Event [ * ] [***will be deemed achieved as of [ * ] shall be payable by ▇▇▇▇▇▇▇ [***], and [***] shall be payable [***]. Each the corresponding Development Milestone Payment shall be due and payable only once, for the first achievement of the applicable Development Milestone Event, even by Merck. (b) if such Development Milestone Event occurs more than once or with respect to more than one Product. Accordingly[ * ] 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 maximum amount payable pursuant to this Section 6.4 shall be [***]. Each corresponding Development Milestone Payment shall be non-refundable due and non-creditable.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. Within Pfizer shall make the payments set forth below within [**] days (or [**] days after [**] following the first achievement (whether by the applicable Party, its Affiliate or, in the case of ▇▇▇▇▇▇▇, a Sublicensee) occurrence of each of the event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone events set forth in the table below (each, each event 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 Milestone” and ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ shall pay to Cidara the corresponding non-refundable, non-creditable milestone each payment set forth in such table (each, a “Development Milestone Payment”) within [***][***] after receipt of an invoice from Cidara for such ). Development Milestone Event (except that, in the case of the second Development Milestone Event in the table below, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ 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 Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is ] [***], then [***] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]. The Development Milestone Payment in clause (2) of 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 3.3 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. 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 by ▇▇▇▇▇▇▇ 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 [***] shall be payable days thereafter, until the earlier of [***]. Each 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 payable only once, for the first once upon achievement of the applicable Development Milestone Event, even if such and only on the first occurrence of the corresponding Development Milestone Event occurs more than once regardless of the number of Licensed Products and (b) satisfaction of a Development Milestone by an Affiliate or with respect by a sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to more than one Product. Accordingly, have been satisfied by Pfizer for the maximum amount payable pursuant to purposes of this Section 6.4 shall be [***]. Each Development Milestone Payment shall be non-refundable and non-creditable3.3.

Development Milestone Payments. Within Subject to the terms and conditions of this Agreement, MERCK shall pay to DOV the following payments based on the achievement of the following milestones ("Development Milestones"): (a) MERCK shall make the following payments for the first achievement of the following Development Milestones by MERCK or any Related Party for any Product: (i) [***] following the first achievement (whether by the applicable Party, its Affiliate or, in the case of ▇▇▇▇▇▇▇, a Sublicensee) of each of the milestone events set forth in the table below (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 ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ shall pay to Cidara the corresponding non-refundable, non-creditable milestone payment set forth in such table (each, a “Development Milestone Payment”) within [***][***] after receipt of an invoice from Cidara for such Development Milestone Event (except that, in the case of the second Development Milestone Event in the table below, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ delivery to Cidara of an Election to Proceed Notice pursuant to Section 4.8(b)): [***] [***] [***] [***] [***] $US [***] (1ii) [***] $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: (i) [***] $US [***] (ii) [***] $US [***] (c) The above Development Milestones are not refundable or creditable against any other payments or obligations of MERCK coming due and do not create any future performance obligations on the part of DOV, except as expressly set forth in this Agreement. These payments shall not be triggered by any clinical development work performed by DOV (i) prior to the Closing Date or (ii) after the Closing Date if such work is not in the performance of activities as a CRO pursuant to the Drug Development Plan. MERCK shall notify DOV in writing within thirty (30) days following the achievement of each Development Milestone, and shall make the appropriate payment within thirty (30) days after the achievement of such Development Milestone. The milestone payment shall be payable only upon the initial achievement of such Development Milestone and no amounts shall be due hereunder for subsequent or repeated achievement of such Development Milestone. (d) (i) If during the Term of the Agreement, MERCK has not Initiated the first Phase 2 II Clinical Trial of a Product Initiated for DOV 21,947 by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***], then MERCK shall make a payment to DOV of [***] [***] shall be payable by ▇▇▇▇▇▇▇ dollars ($US $[***], and [***] shall be payable [***]. Each Development Milestone Payment shall be payable only once, for the first achievement of the applicable Development Milestone Event, even if such Development Milestone Event occurs more than once or with respect to more than one Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]. Each Development Milestone Payment shall be non-refundable and non-creditable).

Development Milestone Payments. Within [***] following Takeda shall make milestone payments to Affymax based on the first achievement (whether by the applicable Party, its Affiliate or, of each milestone event in the case of ▇▇▇▇▇▇▇, a Sublicensee) of each of Licensed Territory for the milestone events Product as set forth in the table below (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 ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ Section 8.2. Takeda shall pay to Cidara Affymax the amounts set forth below within thirty (30) days after the first achievement of the corresponding non-refundable, non-creditable milestone event with respect to the Product. Each such payment shall be made by wire transfer of immediately available funds into an account designated by Affymax. Each milestone payment set forth in such table (each, a “Development Milestone Payment”) within [***][***] after receipt of an invoice from Cidara for such Development Milestone Event (except that, in the case of the second Development Milestone Event in the table below, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ delivery by Takeda to Cidara of an Election to Proceed Notice pursuant to Section 4.8(b)): [***] [***] [***] [***] [***] [***] (1) If the first Phase 2 Trial of a Product Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***], then [***] [***] shall be payable by ▇▇▇▇▇▇▇ [***], and [***] shall be payable [***]. Each Development Milestone Payment Affymax hereunder shall be payable only once, for the first achievement regardless of the applicable Development Milestone Event, even if such Development Milestone Event occurs number of times achieved by one or more than once or with respect to more than one Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]Products. Each Development Milestone Payment shall be such payment is non-refundable and non-creditablecreditable against any other payments due hereunder. [ * ] = 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. [ * ] $ [ * ] [ * ] $ [ * ] 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. Within [***] 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 the following payments to Assembly (the “Development Milestone Payments”) after the achievement following the first achievement (whether Effective Date by or on behalf of Allergan of the applicable Partyevent set forth below (collectively, its Affiliate or, in the case of ▇▇▇▇▇▇▇, a Sublicensee) of each “Development Milestone Events”). Each of the milestone events Development Milestone Payments are payable only once per Permitted Indication as set forth in the table below (eachupon the first achievement of each 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 Initial Indications shall be payable subject to the credit provided in Section 4.8.3. Allergan or Assembly, as applicable, will notify the other Party in writing as soon as reasonably possible following the achievement of 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 ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ . Allergan shall pay to Cidara Assembly the corresponding non-refundable, non-creditable milestone payment set forth in such table (each, a “Development Milestone Payment”) within [***][***] after receipt of an invoice from Cidara for such Development Milestone Event (except that, in the case of the second Development Milestone Event in the table below, ▇▇▇▇▇▇▇ shall pay the corresponding non-refundable, non-creditable Development Milestone Payment within [*** * *] days after receipt of an invoice from Cidara, which Cidara may issue on or after ▇▇▇▇▇▇▇’▇ 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 Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***], then [***] [***] shall be payable by ▇▇▇▇▇▇▇ [***], and [***] shall be payable [***]. Each Development Milestone Payment shall be payable only once, for the first achievement of the applicable Development Milestone Event, even if such . The Development Milestone Event occurs more than once or with respect to more than one Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]. Each Development Milestone Payment Payments shall be non-refundable and non-creditable.refundable. [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *]

Development Milestone Payments. Within [***] following the first achievement Facet shall make milestone payments (whether by the applicable Party, its Affiliate or, in the case of ▇▇▇▇▇▇▇, a Sublicensee) of each of the milestone events set forth in the table below (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 ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ shall pay to Cidara the corresponding non-refundable, non-creditable milestone payment set forth in such table (each, a “Development Milestone Payment”) within [***][***] after receipt to Trubion based on the first achievement of an invoice from Cidara for such Development Milestone Event (except thateach milestone event in the Field, in the case of the second Development Milestone Event Territory for each Product as set forth in the table below, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ delivery to Cidara of an Election to Proceed Notice pursuant to this Section 4.8(b)): [***] [***] [***] [***] [***] [***] (1) If the first Phase 2 Trial of a Product Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***], then [***] [***] shall be payable by ▇▇▇▇▇▇▇ [***], and [***] shall be payable [***]9.3. Each Development No Milestone Payment shall be payable only oncemade twice with respect to the same Product. For the purposes of this Section 9.3, for 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 applicable Development Milestone Event, even if such Development Milestone Event occurs more than once or corresponding milestone event with respect to more than one the Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]. Each Development Milestone Payment shall be is non-refundable and non-creditable.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. Within [***] following the first achievement Facet shall make milestone payments (whether by the applicable Party, its Affiliate or, in the case of ▇▇▇▇▇▇▇, a Sublicensee) of each of the milestone events set forth in the table below (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 ▇▇▇▇▇▇▇ in the case of a Clinical Trial within the ▇▇▇▇▇▇▇ Clinical Activities) shall provide the other Party with written notice of such achievement, and ▇▇▇▇▇▇▇ shall pay to Cidara the corresponding non-refundable, non-creditable milestone payment set forth in such table (each, a “Development Milestone Payment”) within [***][***] after receipt to Trubion based on the first achievement of an invoice from Cidara for such Development Milestone Event (except thateach milestone event in the Field, in the case of the second Development Milestone Event Territory for each Product as set forth in the table below, ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇’▇ delivery to Cidara of an Election to Proceed Notice pursuant to this Section 4.8(b)): [***] [***] [***] [***] [***] [***] (1) If the first Phase 2 Trial of a Product Initiated by or on behalf of ▇▇▇▇▇▇▇, its Affiliate or a Sublicensee (the “First ▇▇▇▇▇▇▇ Clinical Trial”) is [***], then [***] [***] shall be payable by ▇▇▇▇▇▇▇ [***], and [***] shall be payable [***]9.3. Each Development No Milestone Payment shall be payable only oncemade twice with respect to the same Product. For the purposes of this Section 9.3, for 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 applicable Development Milestone Event, even if such Development Milestone Event occurs more than once or corresponding milestone event with respect to more than one the Product. Accordingly, the maximum amount payable pursuant to this Section 6.4 shall be [***]. Each Development Milestone Payment shall be is non-refundable and non-creditable.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 [*]. [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*] [*] $[*]