Common use of Global Option, Development and Commercialization Clause in Contracts

Global Option, Development and Commercialization. From the time that Lilly notifies Xxxxxxxxx that it intends to exercise the Global Option with respect to the Product during the Global Option Exercise Period, the Parties will negotiate in good faith, for a period of up to four (4) months (or a longer period as mutually agreed upon [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. by the Parties), an agreement and which will among other things expand the Territory to include the relevant countries (“Global Development and Commercialization License Agreement”). Any Global Development and Commercialization License Agreement shall include the following financial terms; provided that, notwithstanding anything to the contrary in this Agreement , the Parties acknowledge that financial terms in clauses (c) and (d) are based on the assumption that Lilly exercises the Global Option on a worldwide basis, and, if Lilly does not exercise the Global Option on a worldwide basis, such financial terms below shall be subject to discussion and re-evaluation by the Parties: (a) The relevant Global Option Exercise Amount for such Product’s Global Option will be paid by Lilly to Xxxxxxxxx within [**] of execution of such Global Development and Commercialization License Agreement. (b) A Regulatory Approval Milestone for the first Product approved in the following locations which shall be payable only once as follows: [**] [**] [**] [**] [**] [**] (c) An annual, cumulative, worldwide (excluding China’s and Hong Kong’s Net Sales) Net Sales milestone for Product which shall be payable only once the first time the milestone’s Net Sales amount is achieved as follows: [**] [**] [**] [**] [**] [**] A milestone in clauses (b) or (c) above will be paid within [**] days of the occurrence of the described event. (d) Tiered, earned royalties on the annual Net Sales of Product in all countries in the expanded Territory (excluding China and Hong Kong) in the amounts set forth below (all amounts are in U.S. dollars). [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. The above tiered royalties are calculated such that the higher tiered royalties are only paid after the annual Net Sales exceed the top threshold of the previous tier. All earned royalties will be calculated and paid pursuant to Article 7 of the Collaboration Agreement.

Global Option, Development and Commercialization. From the time that Lilly notifies Xxxxxxxxx that it intends to exercise the Global Option with respect to the Product during the Global Option Exercise Period, the Parties will negotiate in good faith, for a period of up to four (4) months (or a longer period as mutually agreed upon [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. by the Parties), an agreement and which will among other things expand the Territory to include the relevant countries (“Global Development and Commercialization License Agreement”). Any Global Development and Commercialization License Agreement shall include the following financial terms; provided that, notwithstanding anything to the contrary in this Agreement , the Parties acknowledge that financial terms in clauses (c) and (d) are based on the assumption that Lilly exercises the Global Option on a worldwide basis, and, if Lilly does not exercise the Global Option on a worldwide basis, such financial terms below shall be subject to discussion and re-evaluation by the Parties: (a) The relevant Global Option Exercise Amount for such Product’s Global Option will be paid by Lilly to Xxxxxxxxx within [**] of execution of such Global Development and Commercialization License Agreement. (b) A Regulatory Approval Milestone for the first Product approved in the following locations which shall be payable only once as follows: [**] [**] [**] [**] [**] [**] (c) An annual, cumulative, worldwide (excluding China’s and Hong Kong’s Net Sales) Net Sales milestone for Product which shall be payable only once the first time the milestone’s Net Sales amount is achieved as follows: [**] [**] [**] [**] [**] [**] A milestone in clauses (b) or (c) above will be paid within [**] days of the occurrence of the described event. (d) Tiered, earned royalties on the annual Net Sales of Product in all countries in the expanded Territory (excluding China and Hong Kong) in the amounts set forth below (all amounts are in U.S. dollars). [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. The above tiered royalties are calculated such that the higher tiered royalties are only paid after the annual Net Sales exceed the top threshold of the previous tier. All earned royalties will be calculated and paid pursuant to Article 7 of the Collaboration Agreement.