Neurological Indications Clause Samples

Neurological Indications. Roche shall pay to Memory, in order to maintain its license rights with respect to 3454 Products pursuant to Section 4.4 of the Agreement and the other provisions of the Agreement with respect to such 3454 Products, the following non-refundable and non-creditable payments upon the first occurrence of the following Events for such any such 3454 Product. [*](or foreign equivalent) for a Neurological Indication and delivery of the data and reports specified in Schedule 1 [*] [*] (or foreign equivalent) for a Neurological Indication and delivery of the data and reports specified in Schedule 1 [**]

Neurological Indications. Roche shall pay to Memory, in order to maintain its license rights pursuant to Section 2.1 and the other provisions of this Agreement with respect to such Product, the following non-refundable and non-creditable payments upon the first occurrence of the following events for such Product if such Product contains a different Memory Compound then any Memory Compound contained in the Product for which any payment has been made under Section 4.4(b): EVENT PAYMENT (MIO US$) ----- ----------------- [*] (or foreign equivalent)] for a Neurological [*]* Indication and delivery of the data and reports specified in Schedule 1 [*] (or foreign equivalent) for a Neurological [*]** Indication and delivery of the data and reports specified in Schedule 1] [*] (or foreign equivalent) for a Neurological Indication [*]*** and delivery of the data and reports specified in Schedule 1 -------- * Based upon this event occurring on or before [*]. If this event occurs after such date, the payment shall be reduced to [*] dollars ($[*]). ** Based upon this event occurring on or before [*]. If this event occurs after such date, the payment shall be reduced to [*] dollars ($[*]). *** If any Product is for a Neurological Indication other than Alzheimer's disease, then the payment shall be reduced to [*] dollars ($[*]). [*] CONFIDENTIAL TREATMENT IS REQUESTED

Neurological Indications. Roche shall pay to Memory with respect to any 3454 Product the following non-refundable and non-creditable payments upon the first occurrence of the following Events for such 3454 Product: [*] (or a foreign equivalent) for a Neurological Indication [*] [*] for a Neurological Indication [*] [*] for a Neurological Indication [*] 2 Subject to Section 5 of this Fifth Amendment. 3 By way of example, upon the occurrence of the End of Phase IIa (or a foreign equivalent) for a Neurological Indication and delivery of the data and reports specified in Schedule 1, Roche shall pay to Memory (subject to footnote 1 of this Exhibit B) six million dollars ($6,000,000). Upon a subsequent occurrence of an Event with respect to a Psychiatric Indication, Roche shall pay to Memory the related payment.

Neurological Indications. Roche shall pay to Memory the following non-refundable and non-creditable payments upon the first occurrence of the following Events for a Product. (i) First Product # Event Payment (mio US$) ----- ----------------- 1. [*] [*] 2. [*] [*] 3. [*] [*] 4. [*] [*] 5. [*] [*] 6. [*] [*] 7. [*]** [*] 8. [*] [*] ** For the US, the Product should not have a black box warning in its label at time of Launch and should not receive one during its first 6 months on the market. During that period there should not be any "Dear Doctor" letters issued by the US FDA regarding this Product. In the US, the Product is the first or second non-achetylcholinesterase inhibitor (AChEI) having regulatory approval for the treatment of mild to moderate dementia of the Alzheimer's type or MCI, and a third non-AchEI having regulatory approval for the treatment of mild to moderate dementia of the Alzheimer's type or MCI does not launch in the US during the 6 month period following the Launch of the Product in the US. (ii) Second Product Roche shall pay to Memory the following non-refundable and non-creditable payments upon the first occurrence of the following Events for a Product having an NCE that is different from an NCE for which any payment occurred under Section 4.3(a)(i). [*] CONFIDENTIAL TREATMENT IS REQUESTED Event Payment (mio US$) ----- ----------------- [*] for a Neurological Indication [*] [*] for a Neurological Indication [*] [*] for a Neurological Indication [*] [*] for a Neurological Indication [*] [*] for a Neurological Indication [*]