Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

Development Milestone Payments. In partial consideration for Licensee shall pay Xxxxx the rights and licenses granted amount corresponding to Coya hereunder, within ten days after the first achievement of each development milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) achieved by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya Licensee or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for Sublicensees hereunder (the applicable “Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount Milestones”) set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event below (each, a “Development Milestone Payment”) . Each Development Milestone Payment shall be payable by Licensee within 45 twenty (20) days of following its receipt of such invoiceXxxxx’x invoice therefor. On an Indication-by-Indication basisIf any Development Milestone is reached without achieving a preceding Development Milestone, then the amount which would have been payable on achievement of the preceding Development Milestone shall be payable upon achievement of the following Development Milestone. For example, if a Phase III Clinical Trial is initiated for a Licensed Product without initiating a Phase II Clinical Trial, then a total of $[*******] will be due upon the initiation of the Phase III Clinical Trial. Except as otherwise expressly provided herein, each Development Milestone Payment shall be payable only upon the first achievement once for a Licensed Product regardless of the corresponding number of INDs filed, Phase II Clinical Trials or Phase III Clinical Trials conducted, Submissions made, or Regulatory Approvals obtained in a given country, the number of countries in which Development Milestones are achieved, or the number of improvements or follow-on Licensed Products that are derived from such Licensed Products. In the event that Licensee or its Affiliates or Sublicensees discontinues the development or commercialization of a Licensed Product for the prevention of a Specified Disease in favor of another Licensed Product for the prevention of the same Specified Disease, then any Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event Payments made with respect to the same or different Mono first Licensed Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the shall be credited against any Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) Payments otherwise payable with respect to the subsequent Licensed Product. In the event that Licensee develops a Combination Licensed Product and Column (d) with respect to that contains Antigens for two or more of the three Specified Diseases in the Field in a Mono Product to single vaccine, Development Milestones will be due and payable by Coya upon paid for each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by CoyaSpecified Disease.

Development Milestone Payments. In (a) As further partial consideration for Xxxxx’x xxxxx of the rights and licenses granted to Coya Ipsen hereunder, within ten days after Ipsen shall pay, or cause to be paid, to Sutro the first achievement of each following non-refundable, non-creditable milestone event in a given Indication payments set forth in this Section 5.2 (Development Milestone PaymentsTable 7.3(a) with respect to a Product below (each, a “Development Milestone Event”). Ipsen shall promptly (and in any event within ten (10) by or on behalf Business Days after achievement of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the each Development Milestone Event achieved. Upon receipt Event) notify Sutro in writing of the achievement of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or SublicenseesEvent, ARScience Bio will promptly and Sutro shall issue Ipsen an invoice Coya for the applicable Development Milestone Event and Coya will make a amount of the corresponding milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (eachpayment, a “Development Milestone Payment”) which invoice Ipsen shall pay within 45 days of [*] following receipt of such invoice. On an Indication-by-Indication basis, each Each payment for a Development Milestone Payment shall Event will be payable only once, upon the first achievement of the corresponding applicable Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”if at all). No amounts shall be due for subsequent or repeated achievements of such In the event a later Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarityis first achieved before any earlier Development Milestone Event(s) are achieved, the Development Milestone Payment for any such earlier milestone(s) would be payable together with the Development Milestone Payment for the later Development Milestone Event; except that for Development Milestone Event #1 only one of the date-based milestone payments (a) to (c) will be paid, and in the event Development Milestone Event #2 [*] is not achieved, only the corresponding milestone payment for the [*] milestone shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no at achievement of such milestone event and the corresponding milestone payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall [*] milestone will not be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first payable upon achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a subsequent Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by CoyaTable. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [*]. [*][*] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [**][*] would be due and payable by Coya.[*][*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]