Common use of Development Milestone Payments Clause in Contracts

Development Milestone Payments. In consideration of the license and rights granted hereunder, Licensee shall pay to Lxxxx each of the milestone payments set forth in the table below (each, a “Development Milestone Payment”) upon the occurrence of the corresponding milestone set forth in such table (each, a “Development Milestone”). Licensee shall promptly notify Lxxxx in writing of, but in no event later than [***] after, the occurrence of each Development Milestone for the Product (which notice shall specify the date of such occurrence, and such specified date shall be binding on Licensee) (each, a “Development Milestone Notice”); provided, however, that in no event shall a failure to deliver a Development Milestone Notice relieve Licensee of its obligation to pay the applicable Development Milestone Payment when due pursuant to this Section 7.2. Licensee shall pay each Development Milestone Payment [***] after the occurrence of the applicable Development Milestone. Each Development Milestone is a single occurrence event, and accordingly each Development Milestone Payment shall only be payable once for all products that fall within the definition of the Product taken together (e.g., all formulations and dosages), and shall be payable upon the first occurrence of the applicable Development Milestone for the Product (regardless of the specific Product or whether the specific Product for a Development Milestone is the same as the specific Product for any other Development Milestones). For clarity, and by way of example (with each of the following items occurring sequentially in the order set forth below): (a) If there is an [***], the corresponding Development Milestone Payment of [***] would be payable. (b) If there is an [***], [***] would be payable. (c) If there is [***], the corresponding milestone payment of [***] would be payable. (d) If there is [***], the corresponding milestone payment of [***] would be payable. (e) If there is [***], [***] would be payable [***]. (f) If there is [***], the corresponding milestone payment of [***] would be payable. For the avoidance of doubt only four distinct Development Milestones may be achieved and so if all four of the Development Milestones occur, the total amount of Development Milestone Payments required to be made under this Agreement will be [***].

Development Milestone Payments. In consideration for the license granted to Adherex under the GGL Patents and GGL Know How and the license which may be granted to GGL under the Adherex Patents and Adherex Know How, each Party will pay to the other the non-refundable, non-creditable Milestone Payments as specified in Section 8.1.1 and 8.1.2 within forty-five (45) days following notification of achievement of the license particular milestone and rights granted hereunder, Licensee shall pay to Lxxxx each receipt from the other Party of an invoice for the milestone payments set forth in amount. In the table below (eachevent a Party achieves a Development milestone specified below, a “Development Milestone Payment”) upon the occurrence of the corresponding milestone set forth in such table (each, a “Development Milestone”). Licensee shall promptly notify Lxxxx in writing ofParty will promptly, but in no event later more than ten (10) days after the achievement of each such milestone, notify the other Party in writing of the achievement of same. Notwithstanding the foregoing, if one or more milestone(s) do(es) not occur (e.g., for Option B, [*], but a later milestone is achieved (e.g., [*]), then all previous milestone(s) for which the applicable milestone payment(s) has (have) not been made will be paid at the time of achievement of such subsequent milestone (e.g., if [*] afteris received without the requirement of completing the [*], then both [*] milestone and the [*] milestone would be paid following receipt of the [*]). The Milestone Payments will be made only one time for a Product regardless of how many times such Development milestones are achieved for such Product and will be payable only for the first Product to reach that milestone; provided, however, that, notwithstanding the foregoing, where a Milestone Payment is payable for [*] as specifically identified below, the occurrence of Milestone Payment will be made each Development Milestone for the time a Product (which notice shall specify the date of such occurrence, and such specified date shall be binding on Licensee) (each, a “Development Milestone Notice”)[*]. All milestone payments will apply whether Products are single or Combination Products; provided, however, that in no event if a particular milestone has already been achieved for a Product, the same milestone shall not be payable for a failure to deliver a Development Milestone Notice relieve Licensee Combination Product which incorporates the Product or incorporates as one of its obligation to pay the applicable Development Milestone Payment when due pursuant to this Section 7.2. Licensee shall pay each Development Milestone Payment [***] after the occurrence of the applicable Development Milestone. Each Development Milestone is a single occurrence event, and accordingly each Development Milestone Payment shall only be payable once for all products that fall within the definition of the Product taken together (e.g., all formulations and dosages), and shall be payable upon the first occurrence of the applicable Development Milestone for the Product (regardless of the specific Product or whether the specific Product for a Development Milestone is the same as the specific Product for any other Development Milestones). For clarity, and by way of example (with each of the following items occurring sequentially constituent APIs an API incorporated in the order set forth below): (a) If there is an [***], the corresponding Development Milestone Payment of [***] would be payableProduct. (b) If there is an [***], [***] would be payable. (c) If there is [***], the corresponding milestone payment of [***] would be payable. (d) If there is [***], the corresponding milestone payment of [***] would be payable. (e) If there is [***], [***] would be payable [***]. (f) If there is [***], the corresponding milestone payment of [***] would be payable. For the avoidance of doubt only four distinct Development Milestones may be achieved and so if all four of the Development Milestones occur, the total amount of Development Milestone Payments required to be made under this Agreement will be [***].”

Development Milestone Payments. In consideration of the license and rights granted hereunder(a) Pfizer will make Development Milestone Payments to BIND, Licensee shall pay to Lxxxx each of the milestone payments as set forth in the table below (eachfollowing table, a “Development Milestone Payment”) upon the occurrence first achievement of each of the corresponding milestone set forth in such table (each, a “Development Milestone”). Licensee shall promptly notify Lxxxx in writing of, but in no event later than Milestones Events by the first [***] after, the occurrence of each Development Milestone for the Product (which notice shall specify the date of such occurrence, and such specified date shall be binding on Licensee) (each, a “Development Milestone Notice”); provided, however, that in no event shall a failure to deliver a Development Milestone Notice relieve Licensee of its obligation to pay the applicable Development Milestone Payment when due pursuant to this Section 7.2. Licensee shall pay each Development Milestone Payment Agreement Compound or [***] after the occurrence Covered Product to achieve such Event, whether such achievement is made by Pfizer, an Affiliate of the applicable Development Milestone. Each Pfizer or a Sublicensee. (b) Pfizer will make Development Milestone is a single occurrence eventPayments to BIND, and accordingly each Development Milestone Payment shall only be payable once for all products that fall within as set forth in the definition of the Product taken together (e.g.following table, all formulations and dosages), and shall be payable upon the first occurrence achievement of the applicable Development Milestone for the Product (regardless of the specific Product or whether the specific Product for a Development Milestone is the same as the specific Product for any other Development Milestones). For clarity, and by way of example (with each of the following items occurring sequentially in Development Milestones Events by the order set forth below): (a) If there is an [***], the corresponding Development Milestone Payment of first [***] would be payable. (b) If there is an [***], Agreement Compound or [***] would be payableCovered Product to achieve such Event, whether such achievement is made by Pfizer, an Affiliate of Pfizer or a Sublicensee. (c) If there is [***], the corresponding milestone payment of Each Development Milestone Payment will be payable by Pfizer to BIND within [***] would days after becoming due hereunder and will be payablenon-refundable and non-creditable (upon the request of Pfizer, BIND will issue an invoice for any Development Milestone Payment due hereunder). *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (d) If there is [***]Each Development Milestone Payment will be due and payable a maximum of two (2) times (i.e., the corresponding milestone payment of once with respect to a [***] would be payable. (e) If there is [***], Agreement Compound or [***] would be payable [***]. (f) If there is [***], the corresponding milestone payment of Covered Product and once with respect to a [***] would be payable. For the avoidance of doubt only four distinct Development Milestones may be achieved and so if all four of the Development Milestones occur, the total amount of Development Milestone Payments required to be made under this Agreement will be Compound or [***]] Covered Product). [***] [***] [***] [***] [***] [***] [***] [***] If one or more Development Milestone Event(s) is not achieved with respect to a [***] Covered Product or [***] Covered Product, but a subsequent Development Milestone Event is achieved for such Covered Product, then the Development Milestone Payment(s) for such earlier skipped Milestone Event(s) will be due and payable with and in addition to the Development Milestone Payment for the subsequently achieved Development Milestone Event.

Development Milestone Payments. In consideration of the license and rights granted hereunder(a) Pfizer will make Development Milestone Payments to BIND, Licensee shall pay to Lxxxx each of the milestone payments as set forth in the table below (eachfollowing table, a “Development Milestone Payment”) upon the occurrence first achievement of each of the corresponding milestone set forth in such table (each, a “Development Milestone”). Licensee shall promptly notify Lxxxx in writing of, but in no event later than Milestones Events by the first [***] afterAgreement Compound or [***] Covered Product to achieve such Event, whether such achievement is made by Pfizer, an Affiliate of Pfizer or a Sublicensee. (b) Pfizer will make Development Milestone Payments to BIND, as set forth in the occurrence following table, upon the first achievement of each of the Development Milestone for Milestones Events by the first [***] Agreement Compound or [***] Covered Product to achieve such Event, whether such achievement is made by Pfizer, an Affiliate of Pfizer or a Sublicensee. (which notice shall specify the date of such occurrence, and such specified date shall be binding on Licenseec) (each, a “Development Milestone Notice”); provided, however, that in no event shall a failure to deliver a Development Milestone Notice relieve Licensee of its obligation to pay the applicable Each Development Milestone Payment when due pursuant will be payable by Pfizer to this Section 7.2. Licensee shall pay each Development Milestone Payment BIND within [***] after becoming due hereunder and will be non-refundable and non-creditable (upon the occurrence request of Pfizer, BIND will issue an invoice for any Development Milestone Payment due hereunder). *** Certain information on this page has been omitted and filed separately with the applicable Development MilestoneCommission. Confidential treatment has been requested with respect to the omitted portions. (d) Each Development Milestone is Payment will be due and payable a single occurrence eventmaximum of two (2) times (i.e., and accordingly each Development Milestone Payment shall only be payable once for all products that fall within the definition of the Product taken together (e.g., all formulations and dosages), and shall be payable upon the first occurrence of the applicable Development Milestone for the Product (regardless of the specific Product or whether the specific Product for with respect to a Development Milestone is the same as the specific Product for any other Development Milestones). For clarity, and by way of example (with each of the following items occurring sequentially in the order set forth below): (a) If there is an [***], the corresponding Development Milestone Payment of [***] would be payable. (b) If there is an [***], Agreement Compound or [***] would be payable. (c) If there is [***], the corresponding milestone payment of Covered Product and once with respect to a [***] would be payable. (d) If there is [***], the corresponding milestone payment of Agreement Compound or [***] would be payable. (e) If there is [***], Covered Product). [***] would be payable [***]. (f) If there is [***], the corresponding milestone payment of [***] would be payable. For the avoidance of doubt only four distinct Development Milestones may be achieved and so if all four of the Development Milestones occur, the total amount of Development Milestone Payments required to be made under this Agreement will be [***]] [***] [***] [***] [***] [***] If one or more Development Milestone Event(s) is not achieved with respect to a [***] Covered Product or [***] Covered Product, but a subsequent Development Milestone Event is achieved for such Covered Product, then the Development Milestone Payment(s) for such earlier skipped Milestone Event(s) will be due and payable with and in addition to the Development Milestone Payment for the subsequently achieved Development Milestone Event.

Development Milestone Payments. In consideration Following the first achievement of the license and rights granted hereunder, Licensee shall pay to Lxxxx each of the milestone payments set forth in the table Milestone Event below (each, a “Development Milestone Payment”) upon the occurrence whether by Everest or any of the corresponding milestone set forth in such table (each, a “Development Milestone”). Licensee shall promptly notify Lxxxx in writing of, but in no event later than [***] after, the occurrence of each Development Milestone for the Product (which notice shall specify the date of such occurrence, and such specified date shall be binding on Licenseeits Affiliates or Sublicensees) (each, a “Development Milestone NoticeEvent”); provided, howeverEverest shall pay to Xxxxx the non-refundable, that in no event shall a failure non-creditable Milestone Payment corresponding to deliver a such Development Milestone Notice relieve Licensee Event as shown below in accordance with Section 3.4.1 (Milestone Payments) below, subject to the remainder of its obligation to pay the applicable this Section 3.2.2 (Development Milestone Payment when due pursuant to this Section 7.2. Licensee shall pay each Development Milestone Payment Payments): 1 [***] after the occurrence of the applicable Development Milestone. Each Development Milestone is a single occurrence event, and accordingly each Development Milestone Payment shall only be payable once for all products that fall within the definition of the Product taken together (e.g., all formulations and dosages), and shall be payable upon the first occurrence of the applicable Development Milestone for the Product (regardless of the specific Product or whether the specific Product for a Development Milestone is the same as the specific Product for any other Development Milestones). For clarity, and by way of example (with each of the following items occurring sequentially in the order set forth below): (a) If there is an [***] 2 [***] [***] 3 [***] [***] 4 [***] [***] 5 [***] [***] 6 [***] [***] [***] [***], the corresponding Development Milestone Payment of (a) Within [***] would be payablefollowing the first achievement of each Development Milestone Event (whether by Everest or any of its Affiliates or Sublicensees), Everest shall notify Xxxxx of such achievement in writing. (b) If there For clarity, (1) each Milestone Payment is an payable only once, (2) no Milestone Payment shall be payable for subsequent or repeated achievements of such Development Milestone Event with respect to one or more of the same or different Products. (c) [***], [***] would be payable. (c) If there is [***], the corresponding milestone payment of [***] would be payable. (d) If there In the event that a later Development Milestone Event for a particular Product and a particular Indication is [***]achieved but achievement of a corresponding prior listed Development Milestone Event for such Product and such same Indication has not occurred, then all such unachieved prior listed Development Milestone Events shall be deemed to have been achieved, and the corresponding milestone payment of [***] would Milestone Payments shall be due and payable. (e) If there is [***], [***] would be payable [***]. (f) If there is [***], at the corresponding milestone payment of [***] would be payable. For same time as the avoidance of doubt only four distinct Development Milestones may be achieved and so if all four of the Development Milestones occur, the total amount of Milestone Payment for such later Development Milestone Payments required to be made under this Agreement will be [***]Event.