Common use of License Payments Clause in Contracts

License Payments. SB will make the following payments to Corixa under this Agreement by wire transfer of immediately available funds: (a) Technology access fees in the following amounts: ---------------------------------------------------------------------------------------------- PAYMENT DATE PAYMENT AMOUNT (U.S.$) ---------------------------------------------------------------------------------------------- Execution of this Agreement [***] April 1, 1997 [***] July 1, 1997 [***] October 1, 1997 [***] January 1, 1998 [***] April 1, 1998 [***] July 1, 1998 [***] October 1, 1998 [***] Second anniversary of this Agreement [***] (the "Milestone Payment") ---------------------------------------------------------------------------------------------- Notwithstanding the foregoing, SB will only be obligated to make the Milestone Payment on the [***] of this Agreement if the following conditions are satisfied or waived (the "Milestone Payment Conditions"): (i) Corixa has achieved the Milestone (as determined by the Joint Research Team) and (ii) the Research Program has not been terminated effective on or before the date the Milestone Payment is due. If SB is not obligated to make the Milestone Payment on the [***] of this Agreement, then the Milestone Payment shall be delayed and shall become due and payable on the [***] of this Agreement provided the Milestone Payment Conditions have been satisfied or waived, or if not satisfied or waived, then on the [***] of this Agreement provided that the Milestone Payment Conditions have by then been satisfied or waived, or if not satisfied or waived, then on the [***] of this Agreement provided that the Milestone Payment Conditions have by then been satisfied or waived. If SB is not obligated to make the Milestone Payment on or before the [***] of this Agreement and if SB extends the Research Program Term beyond the [***] of this Agreement, then SB shall pay Corixa a one time non-refundable payment of U.S. [***] on the [***] hereof only, which shall be fully creditable against the Milestone Payment to the extent the latter becomes due and payable on the [***] of this Agreement. Notwithstanding the foregoing, if the Milestone Payment Conditions are not satisfied or waived on or before the [***] of this Agreement, the balance of the Milestone Payment shall be forever waived and discharged by Corixa. (b) In addition to the technology access fees payable pursuant to Paragraph 5(a) above, SB also agrees to pay Corixa the following one-time milestone payments, to be made via wire transfer of immediately available funds in U.S.$, within ten (10) days of receipt of notice from SB to Corixa of achievement of each of the following milestones with respect to the first Product to meet such milestone : ---------------------------------------------------------------------------------------------- MILESTONE PAYMENT (U.S.$) ---------------------------------------------------------------------------------------------- (i) Approval of IND [***] (ii) Start of Phase II clinical trials [***] (iii) Start of Phase III clinical trials [***] (iv) Submission for regulatory [***] approval in U.S. (v) Regulatory approval in at least [***] [***] (vi) Regulatory approval in U.S. [***] ---------------------------------------------------------------------------------------------- the milestones payments set forth in Subparagraphs 5(b)(iv), (v) and (vi) above are fully creditable against future royalties payable pursuant to Section 6, provided such royalties will not be reduced by more than [***] in any given year. Any uncredited portion will be carried forward for credit in subsequent years. (c) In the event SB wishes to extend the Research Program beyond the second anniversary of this Agreement, the parties estimate that the following additional technology access fees would be required, which fees in Subparagraph 5(c)(ii) below are subject to increase or decrease by mutual agreement of the parties based upon the scope of work to be conducted: i) For the [***] year : [***] U.S. dollars) per quarter; ii) For the [***] years: a minimum of [***] of the [***] year funding level.

License Payments. SB will make the following payments to Corixa under this Agreement by wire transfer of immediately available funds: (a) Technology access fees in the following amountsamounts : ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- PAYMENT DATE PAYMENT AMOUNT (U.S.$) ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- Execution of this Agreement [***] April 1, 1997 [***] July 1, 1997 [***] October 1, 1997 [***] January 1, 1998 [***] April 1, 1998 [***] July 1, 1998 [***] October 1, 1998 [***] Second anniversary of this Agreement [***] (the "Milestone Payment") ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- Notwithstanding the foregoing, SB will only be obligated to make the Milestone Payment on the [***] of this Agreement if the following conditions are satisfied or waived (the "Milestone Payment Conditions"): ) : (i) Corixa has achieved the Milestone (as determined by the Joint Research Team) and (ii) the Research Program has not been terminated effective on or before the date the Milestone Payment is due. If SB is not obligated to make the Milestone Payment on the [***] of this Agreement, then the Milestone Payment shall be delayed and shall become due and payable on the [***] of this Agreement provided the Milestone Payment Conditions have been satisfied or waived, or if not satisfied or waived, then on the [***] of this Agreement provided that the Milestone Payment Conditions have by then been satisfied or waived, or if not satisfied or waived, then on the [***] of this Agreement provided that the Milestone Payment Conditions have by then been satisfied or waived. If SB is not obligated to make the Milestone Payment on or 11 before the [***] of this Agreement and if SB extends the Research Program Term beyond the [***] of this Agreement, then SB shall pay Corixa a one time non-refundable payment of U.S. $ [***] on the [***] hereof only, which shall be fully creditable against the Milestone Payment to the extent the latter becomes due and payable on the [***] of this Agreement. Notwithstanding the foregoing, if the Milestone Payment Conditions are not satisfied or waived on or before the [***] of this Agreement, the balance of the Milestone Payment shall be forever waived and discharged by Corixa. (b) In addition to the technology access fees payable pursuant to Paragraph 5(a) above, SB also agrees to pay Corixa the following one-time milestone payments, to be made via wire transfer of immediately available funds in U.S.$, within ten (10) days of receipt of notice from SB to Corixa of achievement of each of the following milestones with respect to the first Product to meet such milestone : ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- MILESTONE PAYMENT (U.S.$) ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- (i) Approval of IND $ [***] (ii) Start of Phase II clinical trials $ [***] (iii) Start of Phase III clinical trials $ [***] (iv) Submission for regulatory $ [***] approval in U.S. (v) Regulatory approval in at least $ [***] [***] (vi) Regulatory approval in U.S. $ [***] ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------- the milestones payments set forth in Subparagraphs 5(b)(iv), (v) and (vi) above are fully creditable against future royalties payable pursuant to Section 6, provided such royalties will not be reduced by more than [***] in any given year. Any uncredited portion will be carried forward for credit in subsequent years. (c) In the event SB wishes to extend the Research Program beyond the second anniversary of this Agreement, the parties estimate that the following additional technology access fees would be required, which fees in Subparagraph 5(c)(ii) below are subject to increase or decrease by mutual agreement of the parties based upon the scope of work to be conducted: i) For the [***] year : $ [***] U.S. dollars) per quarter; ii) For the [***] years: a minimum of [***] of the [***] third year funding level.