Development Payments. As an inducement for and in consideration of the agreement of Biomatrix to actively participate in and support the Development Program as set forth in Section 6 of the U.S. Agreement, Wyeth hereby agrees to make the following non-refundable payments to Biomatrix:
(a) On the Effective Date Wyeth shall pay Biomatrix the amount of Four Million U.S. Dollars ($4,000,000).
(b) payable within five (5) days of *
(c) payable within five (5) days after the last day of the month in which * in the Territory exceed * in the aggregate.
Development Payments. 3112 Product
Development Payments. In consideration of the development efforts of Microgenics under the Research Program, Achaogen shall pay to Microgenics the following one-time payments upon the occurrence of the corresponding events:
(a) USD $[***] upon the successful completion of Phase 0: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for Phase 0;
(b) USD $[***] upon the successful completion of Phase 1: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for Phase 1;
(c) USD $[***] upon the successful completion of Phase 2: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for Phase 2;
(d) USD $[***] upon the successful completion of Phase 3: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for Phase 3;
(e) USD $[***] upon the successful completion of the first milestone of Phase 4: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for the first milestone of Phase 4; An additional USD $[***] upon the successful completion of the first milestone of Phase 4: [***] of the Project Plan, [***].
(f) USD $[***] upon the successful completion of the second milestone of Phase 4: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for the second milestone of Phase 4;
(g) USD $[***] upon the successful completion of the third milestone of Phase 4: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for the third milestone of Phase 4; An additional USD $[***] upon the successful completion of the third milestone of Phase 4; [***] of the Project Plan, [***], and [***].
(h) [***], USD $[***] upon the successful completion of the fourth milestone of Phase 4: [***] as determined in accordance with the Project Plan, including delivery by Microgenics of all deliverables required by the Project Plan for the fourth milestone of Phase 4;
(i) USD $[***] upon the successful completion of the first milestone of Phase 5: [***] as determined in accordance with the Project Plan, including delive...
Development Payments. In consideration of Palatin’s performance under Section 4.1, AMAG shall pay Palatin the amounts set forth below within […***…] following the first occurrence of each event described below for the first Product to achieve such event (each, a “Development Payment”).
Development Payments. Pfizer will pay BioNTech RNA the one-off amounts set forth below within 60 days following the first occurrence of each event described below for the first Candidate or Product (as applicable) Covered by a Valid Claim in the applicable country of Development or Commercialization in the Territory to achieve such event (each, a “Development Payment”).
Development Payments. 4.1 In consideration of the rights granted to Neurocrine in Article 2, herein, Neurocrine shall pay to DOV a licensing fee of $5,000 upon the execution of this Agreement.
4.2 Neurocrine shall make scheduled payments and issue warrants for the purchase of shares of Neurocrine's capital stock to DOV in the amounts, and at the times, stated below: US $1,300,000 plus warrants to purchase 75,000 shares of Neurocrine common stock, upon commencement of the first Pivotal Trial for the Marketed Product. A warrant to purchase 15,000 shares of Neurocrine common stock shall have an exercise price equal to ---------- [***] Omitted pursuant to a request for confidential treatment. The omitted material has been separately filed with the Securities and Exchange Commission.
Development Payments. In consideration for ALZA's work on the Program, Durect shall pay to ALZA its Development Costs, provided that Durect shall not be obligated to pay Development Costs in excess of those provided for in approved Work Plans and Cost Estimates, and ALZA shall not be obligated to perform work which would result in Development Costs exceeding such approved Cost Estimates.
Development Payments. (a) In partial consideration for Exelixis’ development of the Licensed Compound Know-How, prosecution and maintenance of the Licensed Compound Patent Rights and performance of Exelixis’ obligations under this Agreement, and subject to the provisions of Section 4.2(b) through Section 4.2(f), Wyeth shall pay Exelixis the amounts set forth below within [ * ] days of the first occurrence of each event described below for any Agreement Product (each, a “Development Payment”). All Development Payments shall be nonrefundable and noncreditable. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Development Event Development Payment
(i) First Development Track Selection of an Agreement Product [ * ]
(ii) Development Track Selection for second Agreement Product [ * ]
(iii) Development Track Selection for third and each subsequent Agreement Product [ * ]
(iv) First subject dosed in a Phase 1 Trial [ * ]
(v) First subject dosed in a Phase 2 Trial [ * ]
(vi) First subject dosed in a Phase 3 Trial [ * ]
(vii) NDA Acceptance [ * ]
(viii) Filing and acceptance for review of a Drug Approval Application in Europe [ * ]
(ix) Filing and acceptance for review of a Drug Approval Application in Japan [ * ]
(x) First Commercial Sale of an Agreement Product in U.S. [ * ]
(xi) First Commercial Sale of an Agreement Product in Europe [ * ]
(xii) First Commercial Sale of an Agreement Product in Japan [ * ]
(xiii) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ]
(xiv) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ]
(xv) The first time worldwide Net Sales for an individual Agreement Product in any calendar year exceeds [ * ] [ * ] [ * ]
(b) Each of the Development Payments described in this Section 4.2 shall be payable one (1) time only, regardless of the actual number of times the corresponding development event is achieved.
(c) If a development event set forth in Section 4.2(a)(i) through Section 4.2(a)(vi) is achieved by an Agreement Product which: (i) does not [ * ]; and (ii) is not [ * ], the corresponding Development Payment will be [ * ] of the amount set forth in the table above.
(d) If a development event set forth in Section 4.2(a)(vii) through Section 4.2(a)(xii) is achieved by an Agreeme...
Development Payments. Miles agrees to pay Onyx the amounts (“Development Payments”) specified below. Such payments will occur with respect to each Development Compound during the Clinical Development Period under the management of the JRDC as long as the Co-Development continues. No payments under this Section shall be due for independent development pursuant to Section 12.4. Miles shall make the following Development Payments:
(a) $5.0 million in consideration of research and development efforts to be undertaken by Onyx pursuant to this Agreement following the first administration of a Development Compound to a subject under a Phase II clinical trial. This amount shall be paid by wire transfer within [ * ] after such administration.
(b) $15.0 million in consideration of research and development efforts to be undertaken by Onyx pursuant to this Agreement following the first administration of a Development Compound to a subject under a Phase III clinical trial. This amount shall be paid by wire transfer within [ * ] after such administration.
(c) $10.0 million in consideration of research and development efforts to be undertaken by Onyx pursuant to this Agreement following the filing of an NDA for a [ * ] = 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 EXCHANGE ACT OF 1933, AS AMENDED. Development Compound. This amount shall be paid by wire transfer within [ * ] after such filing.
(d) $10.0 million in consideration of research and development efforts to be undertaken by Onyx pursuant to this Agreement following the approval of an NDA for a Development Compound or equivalent in any one of the following countries: France, Germany, Italy, Spain, or the United Kingdom. This amount shall be paid by wire transfer within [ * ] after such approval.
Development Payments. 1. On the later of October 1, 1996 or the Effective Date, ReSound shall pay $500,000 to AL2. From January 1, 1997 (for ReSound) and from or immediately after the Effective Date (for Danavox), in each case through the date which is two (2) years from the Effective Date, each of Danavox and ReSound shall pay a total of $5,981,000 to AL2 under this Agreement, to be paid at such times and in such amounts and for the purposes as set forth in the Budget attached hereto as EXHIBIT F, or as otherwise determined by the General Partner of AL2 (the "Initial Payments"). All such amounts paid by ReSound and Danavox shall be paid on a proportional basis as between the two entities.
2. Each of Danavox and ReSound shall provide an additional $1,000,000 of funding during the third and fourth years of the Term in order to develop Base DSP Technology, such amounts to be paid at such times, in such amounts and for the purposes set forth in the Budget.
3. [*] ReSound and Danavox may credit against the payments made pursuant to this subparagraph (F)(3) any amounts paid to AL2 by third parties under Article V(C)(2), below. Unless otherwise agreed by Danavox and ReSound, at such time as the aggregate royalty payments to AL1 payable under Section V(C)(1), below, total U.S. $5,000,000 (not including any amounts paid under Section V(C)(3), below), no additional payments shall be made to AL2 under this subparagraph (F)(3). Notwithstanding any other provision of this Agreement, the Amended and Restated Agreement of Limited Partnership or any other Related Agreement, the amounts paid to AL2 under this subparagraph (F)(3): (a) shall not be considered as capital contributions to AL2 (and therefore will not affect the proportional partnership interests of AL2's limited partners), and (b) shall not be considered to be payments under the Budget (and therefore will not decrease the amounts otherwise payable by ReSound and Danavox pursuant to this subparagraph (F)).
4. If for any reason this Agreement is terminated prior to the end of the second year of the Term (September 30, 1998), ReSound agrees to pay to Danavox in cash an amount such that the total payments made by ReSound and Danavox under this Agreement (excluding $3,400,000 paid by Danavox hereunder) shall be in the following proportion: one-
5. Danavox and ReSound shall make the payments discussed in subparagraphs (F)(1) and (2) so long as (a) the Hearing Aid Development Committee agrees that AL2 is continuing to make substantial pro...
