Milestone Payments for Licensed Products. In further consideration of the grant of the license by ImmunoGen hereunder, and subject to the other terms of this Agreement, Novartis will make the following payments to ImmunoGen in accordance with Section 5.6(e) hereof within [***] after the first occurrence of each of the milestones set forth below and receipt of a corresponding invoice substantially in the form attached hereto as Schedule B: [***] [***] [***] [***] (i) the milestone described in [***] above occurs before the milestone described in [***], and before or contemporaneously with the milestone described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from $[***] to $[***], and no milestone payment will be payable with respect to any subsequent [***], (ii) the milestone described in [***] above occurs before the milestones described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from $[***] to $[***], and no milestone payment will be payable with respect to any subsequent [***], and (iii) the first [***] in [***] or [***] covers [***], the milestones described in [***], as the case may be, shall be increased from $[***] to $[***] (or from $[***] to $[***], if the immediately preceding clause (i) also applies), and no milestone payment will be payable with respect to [***], as applicable, for a Licensed Product in such country for [***]. It is hereby acknowledged and agreed that any milestone payment shall be [***], with respect to [***], regardless of how many times [***]. All milestone payments shall be nonrefundable and noncreditable. Novartis shall notify ImmunoGen of the achievement of each milestone hereunder as provided in Section 3.4(b) hereof.
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Milestone Payments for Licensed Products. In further consideration of the grant of the license by ImmunoGen hereunder, and subject to the other terms of this Agreement, Novartis Lilly will make the following payments to ImmunoGen in accordance with Section 5.6(e5.6(d) hereof within [***] days after Lilly’s receipt of an invoice from ImmunoGen reflecting the first occurrence of each of the milestones set forth below and receipt below:
(a) Initiation of first Phase I Clinical Study for a corresponding invoice substantially in the form attached hereto as Schedule B: Licensed Product $ 5.0 Million [***] [***] [***] [***]
] (i3) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] If the milestone described in [***] above occurs before the milestone described in [***], and before or contemporaneously with the milestone described in [***] above, the milestone payment payable upon the occurrence of the milestone described in [***] above shall be increased from $[***] to [$[***], and no milestone payment will be payable with respect to any subsequent [***], (ii) the milestone described in [***] above occurs before the milestones described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from $[***] to $[***], and no milestone payment will be payable with respect to any subsequent [***], and (iii) the first [***] in [***] or [***] covers [***], the milestones described in [***], as the case may be, shall be increased from $[***] to $[***] (or from $[***] to $[***], if the immediately preceding clause (i) also applies4), and no milestone payment will be payable with respect to to
(3) Insert $[***], as applicable, for a Licensed Product ] in such country for the first Exclusive License taken under the Multi-Target Agreement. Insert $[***] in each of the [***] remaining Exclusive Licenses taken under the Multi-Target Agreement.
(4) Insert $[***] in the first Exclusive License taken under the Multi-Target Agreement. Insert $[***] in each of the [***] remaining Exclusive Licenses taken under the Multi-Target Agreement. any [***] of the [***]. It is hereby acknowledged and agreed that any milestone payment shall be [***], with respect to the [***] of the [***], regardless of how many times [***] is [***] and [***]. All milestone payments shall be nonrefundable and noncreditable. Novartis Lilly shall notify ImmunoGen of the achievement of each milestone hereunder as provided in Section 3.4(b3.5(b) hereof.
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Milestone Payments for Licensed Products. In further consideration of the grant of the license by ImmunoGen hereunder, and subject to the other terms of this Agreement, Novartis will make the following payments to ImmunoGen in accordance with Section 5.6(e) hereof within [***] days after the first occurrence of each of the milestones set forth below and receipt of a corresponding invoice substantially in the form attached hereto as Schedule B: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
(i) the milestone described in [***] above occurs before the milestone described in [***], and before or contemporaneously with the milestone described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from $[***] to $[***], and no milestone payment will be payable with respect to any subsequent [***], (ii) the milestone described in [***] above occurs before the milestones described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from $[***] to $[***], and no milestone payment will be payable with respect to any subsequent [***], and (iii) the first [***] in [***] either the United States or [***] Major European Countries covers [***], the milestones described in [***], as the case may be, shall be increased from $[***] to $[***] (or from $[***] to $[***], if the immediately preceding clause (i) also applies), and no milestone payment will be payable with respect to [***], as applicable, for a Licensed Product in such country for [***]. It is hereby acknowledged and agreed that any milestone payment shall be [***], with respect to [***], regardless of how many times [***]. All milestone payments shall be nonrefundable and noncreditable. Novartis shall notify ImmunoGen of the achievement of each milestone hereunder as provided in Section 3.4(b) hereof.
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Milestone Payments for Licensed Products. In further consideration of the grant of the license by ImmunoGen hereunder, and subject to the other terms of this Agreement, Novartis will make the following payments to ImmunoGen in accordance with Section 5.6(e) hereof within [***] days after the first occurrence of each of the milestones set forth below and receipt of a corresponding invoice substantially in the form attached hereto as Schedule B: :
I. [***] ADCs [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
(i) the milestone described in [***] above occurs before the milestone described in [***], and before or contemporaneously with the milestone described in [***] above, the milestone payment payable upon the occurrence of clause (d) above shall be increased from [***] to [***], and no milestone payment will be payable with respect to any subsequent [***], and
(ii) the milestone described in [***] above occurs before the milestones described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from [***] to [***], and no milestone payment will be payable with respect to any subsequent [***]. It is hereby acknowledged and agreed that any milestone payment described in this clause I shall be [***], with respect to [***], regardless of how many times [***]. All milestone payments shall be nonrefundable and, except as set forth in clause V of this Section 5.2, noncreditable. Novartis shall notify ImmunoGen of the achievement of each milestone hereunder as provided in Section 3.4(b) hereof.
II. [***] ADCs [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
(i) the milestone described in [***] above occurs before the milestone described in [***], and before or contemporaneously with the milestone described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from $[***] to $[***], and no milestone payment will be payable with respect to any subsequent [***], and (ii) the milestone described in [***] above occurs before the milestones described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from $[***] to $[***], and no milestone payment will be payable with respect to any subsequent [***], and (iii) the first [***] in [***] or [***] covers [***], the milestones described in [***], as the case may be, shall be increased from $[***] to $[***] (or from $[***] to $[***], if the immediately preceding clause (i) also applies), and no milestone payment will be payable with respect to [***], as applicable, for a Licensed Product in such country for [***]. It is hereby acknowledged and agreed that any milestone payment described in this clause II shall be [***], with respect to [***], regardless of how many times [***]. All milestone payments shall be nonrefundable and and, except as set forth in clause V of this Section 5.02, noncreditable. Novartis shall notify ImmunoGen of the achievement of each milestone hereunder as provided in Section 3.4(b) hereof.
III. [***] ADCs (while [***] license is [***])
(a) Initiation of first Phase I Clinical Study for an [***] ADC $ 5.0 Million [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] If (i) the milestone described in [***] above occurs before the milestone described in [***], and before or contemporaneously with the milestone described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from [***] to [***], and no milestone payment will be payable with respect to any subsequent [***], and (ii) the milestone described in [***] above occurs before the milestones described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from [***] to [***], and no milestone payment will be payable with respect to any subsequent [***]. It is hereby acknowledged and agreed that any milestone payment described in this clause III shall be [***], with respect to [***], regardless of how many times [***]. All milestone payments shall be nonrefundable and, except as set forth in clause V of this Section 5.02, noncreditable. Novartis shall notify ImmunoGen of the achievement of each milestone hereunder as provided in Section 3.4(b) hereof.
IV. [***] Licensed Products (while [***] license is [***]) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] If (i) the milestone described in [***] above occurs before the milestone described in [***], and before or contemporaneously with the milestone described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from [***] to [***], and no milestone payment will be payable with respect to any subsequent [***], and (ii) the milestone described in [***] above occurs before the milestones described in [***] above, the milestone payment payable upon the occurrence of [***] above shall be increased from [***] to [***], and no milestone payment will be payable with respect to any subsequent [***]. It is hereby acknowledged and agreed that any milestone payment described in this clause IV shall be [***], with respect to [***], regardless of how many times [***]. All milestone payments shall be nonrefundable and, except as set forth in clause V of this Section 5.02, noncreditable. Novartis shall notify ImmunoGen of the achievement of each milestone hereunder as provided in Section 3.4(b) hereof.
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