Common use of Milestone Payments Clause in Contracts

Milestone Payments. Upon first achievement of a milestone event described below in this Section 9.2 (a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows: (a) [***] [ ***] (b) [***] [ ***] (c) [***] [ ***] (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. The Milestone Payments shall be payable with respect to Initiation of any RevMed Study only if [***].

Milestone Payments. Upon first achievement of a milestone event described below in this Section 9.2 (a “Milestone Event”a) by Sanofi or any of its Affiliates or Sublicensees, Sanofi KHK shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for make the corresponding following one-time, non-refundable and non-creditable nonrefundable milestone payment (a “Milestone Payment”). RevMed will also have the right payments to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed Ardelyx within [***] Business Days after receipt ([***]) days following the first achievement of such notice from RevMed that such Milestone Event has not been achievedeach of the following milestone events for a Licensed Product, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject subject to the terms limitations and conditions of additional provisions set forth below in this Agreement, Sanofi will pay to RevMed the following Milestone Payments within Section 6.02: [***] after receipt of such invoice therefor as follows: (a) 01 USD [***] [ ***] (b) [***] [ ***] (c) 02 USD [***] [ ***] (d) [***] [ ***] (e) 03 USD [***] [ ***] (f) [***] [ ***] (g) 04 USD [***] [ ***] (h) [***] [ 05 USD [***] [***] 06 USD [***] [***] 07 USD [***] The milestones for the [***] (Milestone Number [***] ) shall not apply to the [***] if [***]. In such case, the [***] shall trigger Milestone Numbers [***], and the next indication pursued by KHK that is not subject to exceptions set forth herein shall trigger Milestone Numbers [***]). With respect to [***], Milestone Numbers [***]) shall not apply if (i) [***] [ ***] , or (jii) [***] [ ***] , or (kiii) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. The Milestone Payments shall be payable with respect to Initiation of any RevMed Study only if For clarity, Milestones [***]] shall each be paid once before the obligation to pay milestones under this Section 6.02(a) expires, regardless of [***] from the milestone obligations. (b) With respect to the milestones set forth in Section 6.02(a), it is the intention of the Parties that each preceding milestone will be earned before the subsequent milestone is earned, and that no milestones shall be skipped. For example, [***] KHK shall pay Ardelyx both milestone 01 and milestone 02 when milestone 02 is earned. (c) Each of the milestones set forth in Section 6.02(a) eligible to be earned individually. (d) Notwithstanding anything else set forth herein, none of the milestone payments set forth in Section 6.02(a) (i.e., none of milestones number 01 through 07) shall be payable more than once irrespective of the number of Licensed Products or indications that have achieved the relevant milestone events set forth in Section 6.02(a), in which such milestone events have been achieved. (e) No payments pursuant to Section 6.02(a) shall be creditable against any other payments KHK is obligated to make to Ardelyx under this Agreement.

Milestone Payments. Upon first achievement Once the Definitive Agreement becomes effective (including, for clarity, by release from escrow), Vaxcyte shall pay Sutro the following amounts upon the occurrence of a each of the following milestone events or acceleration events (the “Milestone Payments”): (a) A payment of [***] in cash upon [***]; provided, that: (i) If the milestone event described below set forth in this Section 9.2 5(a) is achieved prior to the exercise of the Option by Vaxcyte, and Vaxcyte exercises the Option thereafter, the Milestone Payment set forth in this Section 5(a) shall be deemed due and payable by Vaxcyte to Sutro [***]; (ii) If the milestone event set forth in this Section 5(a) has not been achieved prior to the exercise of the Option by Vaxcyte, [***]; (iii) If Vaxcyte undergoes a “Change of Control [***]; and (iv) If Vaxcyte undergoes a Change of Control [***]. For the avoidance of doubt, Vaxcyte shall have no payment obligations to Sutro resulting from the milestone event set forth in this Section 5(a) unless and until Vaxcyte exercises the Option; and (b) A payment of [***] in cash upon [***]. If the milestone event set forth in this Section 5(b) is achieved prior to the exercise of the Option by Vaxcyte, and Vaxcyte exercises the Option thereafter, the Milestone Event”Payment set forth in this Section 5(b) shall be deemed due and payable by Sanofi Vaxcyte to Sutro [***]; provided, that for the avoidance of doubt, Vaxcyte shall have no payment obligations to Sutro resulting from the milestone event set forth in this Section 5(b) unless and until Vaxcyte exercises the Option. For the avoidance of doubt, in no event shall any Milestone Payments (or any other amounts due hereunder) be accelerated, except as expressly set forth herein. For clarity, the Milestone Payments set forth in Section 5(a) and Section 5(b) shall be payable one-time only (and only if such events have occurred), regardless of its Affiliates or Sublicenseesthe number of times such events may occur. Following the occurrence of each milestone event, Sanofi Vaxcyte shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi Sutro in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such ], and Vaxcyte shall pay the applicable Milestone Event has not been achieved, RevMed may issue an invoice Payment to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments Sutro within [***] after receipt of such an invoice therefor as follows: (a) [***] [ ***] (b) [***] [ ***] (c) [***] [ ***] (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred from Sutro with respect to such milestone event and Milestone Payment (for clarity, the EMA, a Marketing Approval must be obtained [***]. The foregoing shall not apply to any accelerated Milestone Payments in Sections 5(a)(i)-(iv), which shall be due and payable with respect to Initiation of any RevMed Study only if [***]as set forth therein).

Milestone Payments. Upon first achievement In further consideration of a milestone event described below in this Section 9.2 (a “Milestone Event”) the rights granted by Sanofi or any of its Affiliates or SublicenseesIndevus hereunder, Sanofi Odyssey shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for pay Indevus the corresponding one-time, following non-refundable and non-milestone payments (creditable solely to the extent specifically set forth herein), contingent upon occurrence of the specified event, with each milestone payment (a “Milestone Payment”). RevMed will also have to be made no more than once with respect to the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt achievement of such notice from RevMed that milestone (but payable the first time such Milestone Event has not been milestone is achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows:): (a) [***] [ ***]Subject to Section 12.2(a), US $120,000,000 (one hundred twenty million dollars) no later than FDA Approval of Trospium Twice-Daily; (b) US $[***] [ ***]upon the initiation (enrollment of the first patient) of the first clinical trial of Trospium Once-Daily that commences after the Effective Date that is designed to be sufficient to obtain FDA Approval of Trospium Once-Daily; (c) US $[***] [ ***]upon the submission of an NDA related to Trospium Once-Daily under section 505(b)(1) of the Act; (d) US $[**] upon FDA Approval of Trospium Once-Daily, provided that FDA Approval of Trospium Once-Daily occurs on or before [*] [ **(the “Approval Date”); provided, further that, (i) subject to Section 12.2(b), Odyssey shall have no obligation to pay the milestone set forth in sub-sections 6.2(d) or 6.2(e) in the event it advises Indevus in writing no later than the Approval Date that it does not intend to proceed with the launch of Trospium Once-Daily and (ii) in the event that the Parties mutually agree to submit an NDA including comparative and placebo controlled studies, then such Approval Date shall be extended to [*]; (e) US $20,000,000 (twenty million dollars) (the “Final Milestone”) on December 31, 2013, provided that at such date [*]; provided, further, that in the event that [*], Odyssey shall place the Final Milestone in escrow pursuant to an escrow agreement which shall provide that the Final Milestone shall be released, with interest, to Indevus in the event that [*]. Such escrow agreement shall also provide that in the event that [*] [ prior to the [**] of the [*] , the Final Milestone with interest shall be released to Odyssey. The aggregate amount of milestones (fc) and (d) above (US$[***] [ ***] (g) [***] [ ***] (h) [***] [ ***] will be either (i) credited by the amount by which costs and expenses associated with the development of Trospium Once-Daily, including costs of Registration Studies, are less than US$[*]or (ii) increased by the amount by which costs and expenses associated with the development of Trospium Once-Daily, including costs and expenses of Registration Studies, are greater than US$[*], provided, however, that such credit or increase, as applicable, shall apply only in calculating the amount payable for milestone payment (d). For example, if costs and expenses associated with the development of Trospium Once-Daily, including costs and expenses of Registration Studies, amount to US$[*], then US$[*] [ **will credited to Odyssey against milestone payment (d), and if costs and expenses associated with the development of Trospium Once-Daily, including costs and expenses of Registration Studies, amount to US$[*] , milestone payment (jd) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained increased by US$[***]. The Milestone Payments Each milestone payment shall be payable with respect deemed earned as of the achievement of the related milestone event and shall be made by Odyssey within five (5) Business Days after the achievement of each milestone event. All milestone payments shall be made by wire transfer to Initiation Indevus of any RevMed Study only if [***]immediately available funds.

Milestone Payments. Upon first achievement of a (a) As additional consideration for Institute entering into this Agreement and the Research Agreement, Licensee will pay to Institute the milestone event described below in this Section 9.2 payments (a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicenseeseach, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”) set forth in the table below for each Allogeneic Licensed Product and/or Autologous Licensed Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee. RevMed will also have the right to Licensee shall promptly notify Sanofi Institute in writing if RevMed believes a of the achievement of any such Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed Licensee shall pay Institute in full the corresponding Milestone Payment within [***] Business Days after receipt of such notice from RevMed that such achievement. For clarity, each Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, except with respect to Milestone Trigger Event has not been achieved1, RevMed may issue an invoice to Sanofi which is payable once only for the corresponding first Allogeneic CTL Product, and each Milestone PaymentPayment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. Subject Milestone Trigger Event Licensed Product Specifically Directed to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows: (a) Licensed Product [***] [ under Research Agreement [***] 1 [***] [***] [***] [***] 2 First calendar year in which worldwide annual Net Sales of Product [***] [***] [***] [***] 3 First calendar year in which annual Net Sales of Product [***] [***] [***] [***] 4 First calendar year in which annual Net Sales of Product [***] [***] [***] [***] (b) [***] [ ***]Unless a Milestone Payment is specified as payable for more than one Indication in the table above, each Milestone Payment will be payable by Licensee only once, following the first time a given Licensed Product achieves the specified Milestone, for each Allogeneic CTL Product and each Autologous CTL Product to achieve such Milestone. (c) [***] [ ***]Each time a Milestone is achieved, then any other Milestone Payments with respect to earlier Milestones that have not yet been paid will be due and payable together with the Milestone Payment for the Milestone that is actually achieved. (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] If Licensee, with respect to a given Licensed Product and a given Indication, elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event following the decision to progress development and commercialization of such Autologous CTL Product, Licensee shall the total owe all subsequent Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once for such Autologous CTL Product, and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred (ii) subsection (c) shall apply solely with respect to the EMA, a Marketing Approval must be obtained [***]. The any Milestone Payments shall be payable with respect that are applicable to Initiation of any RevMed Study only if [***]both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product.

Milestone Payments. Upon first achievement of a milestone event described below in this Section 9.2 In partial consideration for the licenses and rights granted to Schering hereunder, Schering shall pay Santarus the following amounts (each, a “Milestone EventPayment”) within thirty (30) days (or such time as may apply with respect to Milestones 4 through 7 as set forth in proviso (7), below) following the first achievement by Sanofi or any of Schering, its Affiliates and/or Sublicensee(s), as the case may be, of each of the following milestones (“Milestones”): 1. [***] US$[***] 2. [***] US$[***] 3. [***] US$[***] 4. First time in which annual Net Sales of Licensed Products in the Territory reach or Sublicensees, Sanofi exceed at least US$ [***] US$[***] 5. First time in which annual Net Sales of Licensed Products in the Territory reach or exceed at least US$ [***] US$[***] 6. First time in which annual Net Sales of Licensed Products in the Territory reach or exceed at least US$ [***] US$[***] 7. First time in which annual Net Sales of Licensed Products in the Territory reach or exceed at least US$ [***] US$[***] provided that: (1) each such Milestone Payment shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-be made only one time, regardless of how many times such Milestone is achieved thereafter; (2) Schering shall promptly notify Santarus of the occurrence of each Milestone; (3) except as otherwise provided in Section 5.2.1 below, payment shall not be owed for a Milestone which is not reached; (4) each such payment shall be non-refundable and non-creditable milestone payment against other amounts due to Santarus; (a “5) With respect to Milestone Payment”). RevMed will also have 1, above, in the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as followsevent that: (a) [***] [ ], and/or ***]* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) [***] [ then, in each case, [***] shall not trigger payment of the milestone amount set forth for Milestone 1; provided, however, that [***], then the amount set forth for Milestone 1, if not previously paid, shall then become due; (c6) [***] [ ***]; and (d7) Annual Net Sales shall be measured on a calendar year basis; provided, however, that, if the Annual Net Sales amounts set forth for each of Milestones 4 through 7 are achieved prior to the fourth calendar quarter of the applicable calendar year, then the corresponding milestone amounts shall be due following the applicable calendar quarter in which such Annual Net Sales are achieved. For purposes of example only, in the event that the annual Net Sales exceed $[***] [ ***] (e) for the first time during the third calendar quarter of a given calendar year, the corresponding milestone amount of $[***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall would be due following the total Milestone end of such calendar quarter. Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. The Milestone Payments Milestones 4 through 7 shall be payable with respect to Initiation made thirty (30) days following the end of any RevMed Study only if [***]the applicable calendar quarter in which such Annual Net Sales are achieved.

Milestone Payments. Upon first achievement of a milestone event described below in (a) In addition to the Closing Payment, subject to this Section 9.2 2.3.2, Purchaser shall pay or cause to be paid to Seller the following additional amounts (each, a “Milestone Payment”) upon the achievement by or on behalf of Purchaser or its Affiliates, licensees, sublicensees or transferees, if any, of the following events with respect to the Product and the Third Generation Product (each, a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [): ***] Business Days after receipt of such notice from RevMed that such Milestone Event Certain information on this page has not been achieved, RevMed may issue an invoice to Sanofi for omitted and filed separately with the corresponding Milestone PaymentCommission. Subject Confidential treatment has been requested with respect to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows:omitted portions. (ai) $12,500,000 upon the FDA’s granting of Regulatory Approval of an NDA for a Third Generation Product that practices a patent listable in the Orange Book that has an expiration date which is January 1, 2025 or later; (ii) $7,500,000 upon aggregate Net Sales in a single Calendar Year first reaching $75,000,000; (iii) [***] [ upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; (biv) [***] [ upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; (cv) [***] [ upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; (dvi) [***] [ upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; and (evii) [***] [ upon reaching aggregate Net Sales in a single Calendar Year first reaching [***]; (fb) For the avoidance of doubt, (i) notwithstanding anything to the contrary herein, each Milestone Payment shall be due and payable only once; and, (ii) with respect to the Milestone Events set forth in Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) above, in the event that more than one Milestone Event is achieved in a single Calendar Year, Purchaser shall pay Seller Milestone Payments for each Milestone Event that is achieved unless, with respect to any such Milestone Event, Seller has previously been paid for achieving such Milestone Event. By way of example only, (A) if aggregate Net Sales reach [***] [ during the Calendar Year, Purchaser shall pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) ($7,500,000) and 2.3.2(a)(iii) ([***] ); and (gii) if aggregate Net Sales reach [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event during the following Calendar Year, Purchaser shall pay Seller the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred associated with respect to the EMA, a Marketing Approval must be obtained Section 2.3.2(a)(iv) ([***]. The ), but would not pay Seller the Milestone Payments shall be payable associated with Sections 2.3.2(a)(ii) or 2.3.2(a)(iii) since Seller had previously received Milestone Payments with respect to Initiation those Milestone Events. (c) The Milestone Payment due and payable under Section 2.3.2(a)(i) shall be paid by Purchaser to Seller promptly (but no more than thirty (30) days) following the occurrence of the Milestone Event and all Milestone Payments due and payable under Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) shall be paid by Purchaser to Seller promptly (but no more than seventy-five (75) days) following the end of the Calendar Year in which the applicable Milestone Event occurred (but subject to the limitation in Section 2.3.2(b) that each Milestone shall be due and payable only once), in each case, by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser. (d) Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any RevMed Study only if [Seller Product to keep copies of the case study reports related to the in vitro and in vivo abuse liability studies in the development plan set forth in Section 2.3.2(d) of the Seller Disclosure Schedule (the “Development Plan”) and keep reasonable, correct and complete books and records substantiating the Net Sales amounts recognized in each Calendar Year, in each case, as related to achieving the ***]Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Milestone Events (the “Milestone Information”) and shall maintain such Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Until the first Calendar Year following the Calendar Year in which the Reporting Period terminates, Purchaser shall provide Seller, (i) on a quarterly basis, not later than forty-five (45) days after the end of each Calendar Quarter other than the Calendar Quarter ended December 31, the quarterly Net Sales Reports; and (ii) on an annual basis, not later than sixty (60) days after the end of each Calendar Year, the annual Net Sales Reports, in each case as provided in Section 6.13. Seller’s inspection and audit rights with respect to the Milestone Information and Net Sales Reports are set forth in Section 6.13. (e) Prior to the expiration of the Reporting Period, if Purchaser and its Affiliates transfer, sell, license, convey or otherwise dispose of all or substantially all of Seller’s and its Affiliates’ rights in the Product Business or, with respect to Section 2.3.2(a)(i), the rights to the Third Generation Product, Purchaser shall (i) remain responsible for all of its obligations with respect to the Milestone Payments set forth in this Section 2.3.2; and (ii) cause the transferee, licensee or assignee of such transferred material rights to comply with this Section 2.3.2.

Milestone Payments. Upon first achievement In the event that Ginkgo uses any of the BLI Proprietary Workflows identified in Exhibit D to conduct Commercial Services for a Third Party customer and such Commercial Services [***] result in the discovery of an Antibody to be used as the active ingredient in a therapeutic product for which a Third Party [***] (each such Antibody subject to this Section 7.4.2 (Milestone Payments), a “Discovered Antibody”), then, on a Discovered Antibody-by-Discovered Antibody basis, in the event such Third Party (a) achieves any of the milestone event described events noted below in this Section 9.2 Table 7.4.2 (each, a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicenseeswith respect to a Discovered Antibody and (b) makes a payment to Ginkgo in connection with such Milestone Event, Sanofi shall notify RevMed then Ginkgo will pay BLI [***] percent ([***]%) of such achievement and RevMed will issue an invoice payment received by Ginkgo from such Third Party up to Sanofi for the amount of the corresponding one-time“Maximum Milestone Payment” for such milestone event set forth below in Table 7.4.2 (each, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have Notwithstanding anything to the right to notify Sanofi contrary in writing if RevMed believes this Agreement, in no event shall a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within Discovered Antibody include (x) an Antibody [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within (e.g. [***] after receipt ]) through the conduct of such invoice therefor as follows: Commercial Services by Ginkgo or (ay) [***] [ ***] (b) [***] [ ***] (c) [***] [ ***] (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained an Antibody [***]. The [***] $ [*** ] [***] $ [*** ] [***] $ [*** ] [***] $ [*** ] Each Milestone Payments Payment shall be payable only once for each and every Discovered Antibody. If any Milestone Event is achieved for any Discovered Antibody before any of the preceding Milestone Events are achieved for such Discovered Antibody, then all the Milestone Payments for such unachieved preceding Milestone Events will be due and payable with respect to Initiation of any RevMed Study only if the Milestone Payment for the Milestone Event that was achieved. For example, [***].

Milestone Payments. Upon first achievement of a milestone event described below in (a) In addition to the Closing Payment, subject to this Section 9.2 2.3.2, Purchaser shall pay or cause to be paid to Seller the following additional amounts (each, a “Milestone Payment”) upon the achievement by or on behalf of Purchaser or its Affiliates, licensees, sublicensees or transferees, if any, of the following events with respect to the Product and the Third Generation Product (each, a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [): ***] Business Days after receipt of such notice from RevMed that such Milestone Event Certain information on this page has not been achieved, RevMed may issue an invoice to Sanofi for omitted and filed separately with the corresponding Milestone PaymentCommission. Subject Confidential treatment has been requested with respect to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows:omitted portions. (ai) $12,500,000 upon the FDA’s granting of Regulatory Approval of an NDA for a Third Generation Product that practices a patent listable in the Orange Book that has an expiration date which is January 1, 2025 or later; (ii) [***] [ ***]; (biii) [***] [ ***]; (civ) [***] [ ***]; (dv) [***] [ ***]; (evi) [***] [ ***]; and (fvii) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. The Milestone Payments shall be payable with respect to Initiation of any RevMed Study only if [***]. (b) For the avoidance of doubt, (i) notwithstanding anything to the contrary herein, each Milestone Payment shall be due and payable only once; and, (ii) with respect to the Milestone Events set forth in Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) above, in the event that more than one Milestone Event is achieved in [***], Purchaser shall pay Seller Milestone Payments for each Milestone Event that is achieved unless, with respect to any such Milestone Event, Seller has previously been paid for achieving such Milestone Event. By way of example only, (A) if aggregate Net Sales reach [***], Purchaser shall pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) ([***]) and 2.3.2(a)(iii) ([***]); and (ii) if aggregate Net Sales reach [***] during the following [***], Purchaser shall pay Seller the Milestone Payment associated with Section 2.3.2(a)(iv) ([***]), but would not pay Seller the Milestone Payments associated with Sections 2.3.2(a)(ii) or 2.3.2(a)(iii) since Seller had previously received Milestone Payments with respect to those Milestone Events. (c) The Milestone Payment due and payable under Section 2.3.2(a)(i) shall be paid by Purchaser to Seller promptly (but no more than thirty (30) days) following the occurrence of the Milestone Event and all Milestone Payments due and payable under Sections 2.3.2(a)(ii) through 2.3.2(a)(vii) shall be paid by Purchaser to Seller promptly (but no more than seventy-five (75) days) following the end of the Calendar Year in which the applicable Milestone Event occurred (but subject to the limitation in Section 2.3.2(b) that each Milestone shall be due and payable only once), in each case, by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser. (d) Purchaser shall, and shall cause its Affiliates, licensees and sublicensees engaged in the Exploitation of any Seller Product to keep copies of the case study reports related to the in vitro and in vivo abuse liability studies in the development plan set forth in Section 2.3.2(d) of the Seller Disclosure Schedule (the “Development Plan”) and keep reasonable, correct and complete books and records substantiating the Net Sales amounts recognized in each Calendar Year, in each case, as related to achieving the ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Milestone Events (the “Milestone Information”) and shall maintain such Milestone Information until the third (3rd) year following the end of the Calendar Year to which such Milestone Information relates. Until the first Calendar Year following the Calendar Year in which the Reporting Period terminates, Purchaser shall provide Seller, (i) on a quarterly basis, not later than forty-five (45) days after the end of each Calendar Quarter other than the Calendar Quarter ended December 31, the quarterly Net Sales Reports; and (ii) on an annual basis, not later than sixty (60) days after the end of each Calendar Year, the annual Net Sales Reports, in each case as provided in Section 6.13. Seller’s inspection and audit rights with respect to the Milestone Information and Net Sales Reports are set forth in Section 6.13. (e) Prior to the expiration of the Reporting Period, if Purchaser and its Affiliates transfer, sell, license, convey or otherwise dispose of all or substantially all of Seller’s and its Affiliates’ rights in the Product Business or, with respect to Section 2.3.2(a)(i), the rights to the Third Generation Product, Purchaser shall (i) remain responsible for all of its obligations with respect to the Milestone Payments set forth in this Section 2.3.2; and (ii) cause the transferee, licensee or assignee of such transferred material rights to comply with this Section 2.3.2.

Milestone Payments. Upon first achievement ONCORUS shall pay the following milestone payments to NOF upon the occurrence of a the relevant milestone event described below in this Section 9.2 (a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone PaymentPayments”). RevMed will also have ONCORUS shall report the right occurrence of each milestone event to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMedNOF promptly, and unless Sanofi notifies RevMed within in any case no later than [***] Business Days business days after receipt the occurrence of such notice from RevMed that such milestone event. In the addition to the foregoing, ONCORUS shall also notify NOF promptly whenever [***]. (a) When ONCORUS achieves any of the milestones set forth in the “Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi Event” column in the following Table 1 in respect of any ONCORUS Product for any Indication for the first time, ONCORUS shall pay the Milestone Payment set forth in the corresponding box in the “Milestone PaymentPayment (US Dollars)” column (the “Table 1 Milestone Payments”). Subject to However, if any other ONCORUS Product subsequently achieves the terms same Milestone Event, ONCORUS will not pay the Table 1 Milestone Payment in respect of such ONCORUS Product. As an illustrative example, [***]. For clarity, each of the Table 1 Milestone Payment shall only be paid once, and conditions the total amount of this Agreement, Sanofi will pay to RevMed the following potential Milestone Payments within payable under this Section 3.2(a) will be USD [***]. For further clarity, [***]. As an illustrative example, [***]. [***] after receipt of such invoice therefor as follows: (a) A1 [***] [ [***] A2 [***] [***] A3 [***] [***] A4 [***] [***] A5 [***] [***] A6 [***] [***] A7 [***] [***] A8 [***] [***] A9 [***] (b) If any ONCORUS Product first achieves a code “A” milestone set forth in the “Corresponding Milestone” column in the following Table 2, triggering the corresponding Table 1 Milestone Payment under Section 3.2(a), and any other (i.e., different) ONCORUS Product subsequently achieves the code “B” milestone corresponding to the code “A” milestone that was achieved, ONCORUS shall pay, for each such other (different) ONCORUS Product, the Milestone Payment set forth in the corresponding box in the “Milestone Payment (US Dollars)” column. If such ONCORUS Product achieves the milestone B7, B8 or B9 without achieving the milestone B3 [***], the Milestone Payment for the milestone B3 shall become due and payable when such ONCORUS Product achieves the milestone event designated as B7, B8 or B9, whichever comes first. [***] [ ***] (c) B3 A3 [***] [ ***] (d) [***] [ ***] (e) B7 A7 [***] [ ***] (f) [***] [ ***] (g) B8 A8 [***] [ ***] (h) [***] [ ***] (i) B9 A9 [***] [ As an illustrative example, [***]. (jc) If any ONCORUS Product for any Indication first achieves a code “A” or “B” milestone set forth in the “Corresponding Milestone” column in the following Table 3, triggering payments under Section 3.2(a) or Section 3.2(b), as applicable, and the same ONCORUS Product for a different Indication subsequently achieves the code “C” milestone corresponding to the code “A” or “B” milestone that was achieved, ONCORUS shall pay, for each such Indication, the Milestone Payment set forth in the corresponding box in the “Milestone Payment (US Dollars)” column. If such ONCORUS Product achieves the milestone C7, C8 or C9 without achieving the milestone C3 [***], the Milestone Payment for the milestone C3 shall become due and payable when such ONCORUS Product achieves the milestone C7, C8 or C9, whichever comes first. [***] [ ***] (k) C3 A3 or B3 [***] [ ***] (l) [***] [ ***] (m) C7 A7 or B7 [***] [ ***] (n) [***] [ ***] (o) C8 A8 or B8 [***] [ ***] (p) [***] [ C9 A9 or B9 [***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMAAs an illustrative example 1, a Marketing Approval must be obtained [***]. The Milestone Payments As an illustrative example 2, [***]. (d) For purposes of this Section 3.2, an ONCORUS Product shall be payable with respect deemed to Initiation of any RevMed Study only be a different product from another ONCORUS Product if [***], in which case, separate Milestone Payments shall be payable for each such different ONCORUS Product, as applicable, under Tables 1 through 3 above.

Milestone Payments. Upon first achievement In the event that Ginkgo uses any of the BLI Proprietary Workflows identified in Exhibit D to conduct Commercial Services for a Third Party customer and such Commercial Services [***] result in the discovery of an Antibody to be used as the active ingredient in a therapeutic product for which a Third Party [***] (each such Antibody subject to this Section 7.4.2 (Milestone Payments), a “Discovered Antibody”), then, on a Discovered Antibody-by-Discovered Antibody basis, in the event such Third Party (a) achieves any of the milestone event described events noted below in this Section 9.2 Table 7.4.2 (each, a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicenseeswith respect to a Discovered Antibody and (b) makes a payment to Ginkgo in connection with such Milestone Event, Sanofi shall notify RevMed then Ginkgo will pay BLI [***] percent ([***]%) of such achievement and RevMed will issue an invoice payment received by Ginkgo from such Third Party up to Sanofi for the amount of the corresponding one-time“Maximum Milestone Payment” for such milestone event set forth below in Table 7.4.2 (each, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have Notwithstanding anything to the right to notify Sanofi contrary in writing if RevMed believes this Agreement, in no event shall a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within Discovered Antibody include (x) an Antibody [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within (e.g. [***] after receipt ]) through the conduct of such invoice therefor as follows: Commercial Services by Ginkgo or (ay) [***] [ ***] (b) [***] [ ***] (c) [***] [ ***] (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained an Antibody [***]. The [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] [***] $ [ ***] Each Milestone Payments Payment shall be payable only once for each and every Discovered Antibody. If any Milestone Event is achieved for any Discovered Antibody before any of the preceding Milestone Events are achieved for such Discovered Antibody, then all the Milestone Payments for such unachieved preceding Milestone Events will be due and payable with respect to Initiation of any RevMed Study only if the Milestone Payment for the Milestone Event that was achieved. For example, [***].

Milestone Payments. Upon first achievement of (a) Enzon shall pay Santaris a milestone event described below in this Section 9.2 (a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a each, an “Event Milestone Payment”). RevMed will also have ) in respect of each of the right following events (each, an “Event Milestone”) in the amounts set forth below no later than thirty (30) days after the occurrence of each Event Milestone: (i) Determination by Enzon to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [**Redacted**] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within n/a n/a US[**Redacted**] per Additional [**Redacted**] after receipt of such invoice therefor as follows:Target (aii) Filing of an IND in the Enzon Territory for the first Product US[**Redacted**] US[**Redacted**] US[**Redacted**] per Additional Target (iii) Completion of [**Redacted**] [ US[**Redacted**] US[**Redacted*]*] US[**Redacted**] per Additional Target (iv) Acceptance of filing of a MAA for the first Product in the Enzon Territory US[**Redacted**] US[**Redacted**] US[**Redacted**] per Additional Target (v) Launch of the first Product for each Target in the Enzon Territory US[**Redacted**] US[**Redacted**] US[**Redacted**] per Additional Target (b) [***] [ ***]Regardless of the number of Selected LNA Compounds or Products developed by Enzon with respect to each Enzon Target, each of the Event Milestone Payments set forth above shall be paid only one (1) time for each Enzon Target. (c) [***] [ ***]If the Event Milestone Payment set forth in Section 7.4(a)(ii), (iii) or (iv) is achieved without triggering one or more of the preceding Event Milestone Payments, then Enzon shall pay to Santaris the preceding Event Milestone Payments that were not paid on the date that such later Event Milestone Payment is due. (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event If Enzon has given Santaris any notice of termination of this Agreement in its entirety under Section 10.2, Enzon shall not be liable for the total Event Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon that first accrue after the first Product to achieve the corresponding Milestone Event for the first time. *For purposes date of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. The Milestone Payments shall be payable with respect to Initiation of any RevMed Study only if [***]such notice.

Milestone Payments. Upon Subject to this Section 6.2 and Article 7, in addition, Harmony shall pay to Bioprojet additional Development milestone payments as follows: (a) a one-time, non-creditable, non-refundable payment in an amount of [***] USD upon the first NDA Regulatory Approval by the FDA for the first of the NF1 or the NF2 (or any replacement or substitute thereof approved for Development pursuant to Section 4.3(a)), to be granted NDA Regulatory Approval by the FDA; (b) a one-time, non-creditable, non-refundable payment in an amount of [***] USD upon the NDA Regulatory Approval for the second of the NF1 or the NF2 (or any replacement or substitute thereof approved for Development pursuant to Section 4.3(a)), to be granted its first NDA Regulatory Approval by the FDA; (c) With respect to each Additional Indication or Additional Formulation of a Product: (i) a one-time, non-creditable, non-refundable payment in an amount of [***] USD upon the first IND Acceptance by the FDA with respect to each Additional Indication or Additional Formulation; (ii) a one-time, non-creditable, non-refundable payment of one of the following: 1) [***]; or 2) [***], [***]. (d) Harmony shall notify Bioprojet in writing after the first achievement of a milestone event described below in this Section 9.2 (a “Milestone Event”) by Sanofi Xxxxxxx, or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of each milestone set out in this Section 6.2 promptly, but in no event more than five (5) calendar days thereafter and pay any corresponding milestone payment within fifteen (15) days of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows: (a) [***] [ ***] (b) [***] [ ***] (c) [***] [ ***] (d) [***] [ ***]achievement. (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Development Milestone Payment is due only once and will shall be payable only upon on the first Product to achieve occurrence of the corresponding Development Milestone Event for and none of the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. The Development Milestone Payments shall be payable more than once, provided that the Development Milestone Payments set forth in Section 6.2(c) shall be paid for each Additional Indication or Additional Formulation of the Product with respect and nothing in this Agreement shall give rise to or increase any milestone payment under the LCA. ​ (f) The Parties acknowledge that no Development Milestone Payments, royalties or other payments shall be due with respect to Initiation of the Product(s) pursuant to any RevMed Study only if [***]other agreements between the Parties.

Milestone Payments. Upon first achievement of a MorphoSys shall pay to Emergent the milestone event payments described below in this Section 9.2 8.2 upon achievement (first occurrence) of the corresponding milestone event; provided, however, that a [**]. MorphoSys shall promptly notify Emergent in writing of, but in no event later than ten (10) calendar days after, the achievement, or in case of a MorphoSys sublicensee achieving such milestone no later than ten (10) calendar days after receipt of notice by such sublicensee, of each such milestone event (each, a “Milestone EventNotification Notice”) achieved by Sanofi or any of its Affiliates or Sublicensees, Sanofi it and Emergent shall notify RevMed of such achievement and RevMed will issue an provide a respective invoice to Sanofi for MorphoSys. MorphoSys shall pay the corresponding one-time, non-refundable and non-creditable applicable milestone payment by wire transfer of immediately available funds into an account designated by Emergent within sixty (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days 60) calendar days after receipt of such notice from RevMed written undisputed invoice pursuant to Section 8.8; provided, however, that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows: (a) [***] [ ***] (b) [***] [ ***] (c) [***] [ ***] (d) [***] [ ***] (e) [***] [ ***] (f) [***] [ ***] (g) [***] [ ***] (h) [***] [ ***] (i) [***] [ ***] (j) [***] [ ***] (k) [***] [ ***] (l) [***] [ ***] (m) [***] [ ***] (n) [***] [ ***] (o) [***] [ ***] (p) [***] [ ***] In in no event shall a failure to deliver a Milestone Notification Notice relieve MorphoSys of its obligation to pay Emergent the total Milestone Payments under milestone payments described in this Agreement exceed: $ 520,000,000 Section 8.2. Each Milestone Payment such payment is nonrefundable and noncreditable against any other payments due hereunder and is only once and will payable on the first Product to achieve such milestone event. Each milestone payment shall only be payable only upon due for the first Product to achieve the corresponding Milestone Event for applicable milestone, on an Indication-by-Indication basis, irrespective of the first timenumber of Products that may subsequently achieve the applicable milestone event. *For purposes of determining whether a Milestone Event has occurred with respect to the EMAclarity, a Marketing Approval must all milestone payments will be obtained made once only. 1. [intentionally left blank] [intentionally left blank] [***]. The Milestone Payments shall be payable with respect to Initiation of any RevMed Study only if ] [**] [*]*] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] For clarity, for the fourth and subsequent Indications, no further development milestone payments shall be due under this Agreement. If milestone event 5 described in the preceding table under the heading “Development Milestone Event” is achieved before the achievement of milestone event 4 listed under such heading, then milestone event 4 shall be deemed automatically achieved, and the corresponding milestone payment shall be due and payable together with the payment of the milestone payment for the subsequent milestone event. If milestone event 7 described in the preceding table under the heading “Development Milestone Event” is achieved before the achievement of milestone event 6 listed under the such heading, then milestone event 6 shall be deemed automatically achieved, and the corresponding milestone payment shall be due and payable together with the payment of the milestone payment for the subsequent milestone event.