Common use of Milestone Payment Clause in Contracts

Milestone Payment. 3.1.1 XXXXX shall pay to ONYX certain milestone payments (“Milestone Payments”) following the first occurrence of certain milestone events, as set forth in Section 3.1.2 (the “Milestone Events”). XXXXX shall pay to ONYX the applicable Milestone Payment within *** days after the first occurrence of an applicable Milestone Event. For clarity, (a) each Milestone Payment is payable only once, (b) no Milestone Payment shall be payable for subsequent or repeated achievements of such Milestone Event with respect to one or more of the same or different Royalty-Bearing Products, and (c) no more than $172,500,000 shall be payable to ONYX under this Section 3.1. Each of the Milestone Payments shall be non-refundable and non-creditable. In the event that a Milestone Event relating to clinical development is achieved and payment with respect to the previous Milestone Event(s) has not been made by XXXXX, then XXXXX shall pay ONYX all such unpaid payments with respect to such previous Milestone Event(s) at the same time that the Milestone Payment for the later Milestone Event is paid. 3.1.2 The Milestone Events and Milestone Payments to be made pursuant to Section 3.1.1 shall be as follows: *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Milestone Payment. 3.1.1 XXXXX 8.2.1 On a Pharmacological Profile-by-Pharmacological Profile basis, with respect to the first achievement of a milestone event set forth in the following table by JBI, its Affiliate or Sublicensee with respect to a Licensed Product with such Pharmacological Profile (or a Collaboration Molecule with such Pharmacological Profile in the case of the first milestone event in the table below) (each, a “Milestone Event”), JBI shall pay to ONYX certain milestone payments (“Milestone Payments”) following Scholar Rock the first occurrence of certain milestone events, as corresponding amount set forth in Section 3.1.2 the following table one time for such Pharmacological Profile (each, a “Milestone Payment”), which milestone payments shall be non-creditable and non-refundable: [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] [***] $ [***] On a Pharmacological Profile-by-Pharmacological Profile basis, if JBI terminates development of a Licensed Product with such Pharmacological Profile or, in the case of the first milestone event in the table above, the Collaboration Molecule having achieved New Molecular Entity Designation with such Pharmacological Profile (either, the “Discontinued Candidate”) and replaces such Licensed Product or such Collaboration Molecule with a replacement Licensed Product or Collaboration Molecule for the same Pharmacological Profile (each, the “Replacement Candidate”) and JBI paid any Milestone Payments with respect to any Milestone Events achieved with the Discontinued Candidate (“Paid/Achieved Events”). XXXXX shall pay to ONYX , then when and if the applicable Milestone Payment within *** days after Replacement Candidate achieves the first occurrence of an applicable Milestone Event. For clarityPaid/Achieved Events, (a) each Milestone Payment is payable only once, (b) no corresponding Milestone Payment shall be payable for subsequent or repeated achievements of such Milestone Event due with respect to one or more such achievements but any remaining unpaid Milestone Payment would be due upon the achievement of that Milestone Event by the Replacement Candidate. 8.2.2 On a Pharmacological Profile-by-Pharmacological Profile basis, with respect to the worldwide annual Net Sales of a Licensed Product with such Pharmacological Profile, JBI shall pay to Scholar Rock the following one-time payments when annual aggregate Net Sales (“Annual Net Sales”) in the Territory of such Licensed Product in a JBI Accounting Year reaches the following thresholds: Annual Net Sales of $[***] ([***] US dollars) $ [***] Annual Net Sales of $[***] ([***] US dollars) $ [***] Annual Net Sales of $[***] ([***] US dollars) $ [***] With respect to this Section 8.2.2, on a Pharmacological Profile-by-Pharmacological Profile basis, each of the same applicable milestone payments will be made only once on annual aggregate sales in the Territory of each Licensed Product with such Pharmacological Profile (such sales being calculated including all Indications) subject to Section 8.2.4, regardless of the number of Indications for which such Licensed Product is developed and regardless of whether such Licensed Product is sold in a different dosage form or different Royalty-Bearing Productsformulation, and (c) no more than $172,500,000 shall be payable to ONYX under this Section 3.1. Each of the Milestone Payments shall be non-refundable creditable and non-creditable. In refundable. 8.2.3 JBI shall provide written notice to Scholar Rock upon the event that a Milestone Event relating achievement of the foregoing developmental, regulatory and/or sales milestones under this Section 8.2 within [***] days after such achievement and shall submit the accompanying milestone payment amount in accordance with Section 9.1.2. 8.2.4 For clarity, the developmental, regulatory and sales milestone payments under this Section 8.2 shall be owed and payable to clinical development is achieved and payment with respect to the previous Milestone Event(s) has not been made by XXXXX, then XXXXX shall pay ONYX all such unpaid payments with respect to such previous Milestone Event(s) at the same time that the Milestone Payment Scholar Rock for the later Milestone Event is paidfirst Licensed Product having the S/I Pharmacological Profile only and for the first Licensed Product having the R/A Pharmacological Profile only, in each case, that achieves the events triggering such milestone payments. 3.1.2 The Milestone Events and Milestone Payments to be made pursuant to Section 3.1.1 shall be as follows: *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Milestone Payment. 3.1.1 XXXXX shall pay to ONYX certain milestone payments (“Milestone Payments”) following the first occurrence of certain milestone events, as set forth in Section 3.1.2 (the “Milestone Events”). XXXXX shall pay to ONYX the applicable Milestone Payment within *** days after the first occurrence of an applicable Milestone Event. For clarity, (a) each Milestone Payment is payable only once, (b) no Milestone Payment shall be payable for subsequent or repeated achievements of such Milestone Event with respect to one or more of the same or different Royalty-Bearing Products, and (c) no more than $172,500,000 shall be payable to ONYX under this Section 3.1. Each of the Milestone Payments shall be non-refundable and non-creditable. In the event that a Milestone Event relating to clinical development is achieved and payment with respect to the previous Milestone Event(s) has not been made by XXXXX, then XXXXX shall pay ONYX all such unpaid payments with respect to such previous Milestone Event(s) at the same time that the Milestone Payment for the later Milestone Event is paid. 3.1.2 The Milestone Events and Milestone Payments to be made pursuant to Section 3.1.1 shall be as follows: Milestone Event Milestone Payment *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** = INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.