Common use of Option Program Payments Clause in Contracts

Option Program Payments. With respect to products containing [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies, Acceleron shall provide Celgene with written notice after the earliest date on which the corresponding milestone event has first been achieved with respect to the applicable Option Compound. In the event that Celgene makes each payment set forth in the chart below, through and including the payment due upon completion of a Phase 2A Clinical Trial, (the “Option Program Payments”) with respect to products containing [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies no later than [* * *] days (or [* * *] days in the case of the third milestone event related to delivery of the results of the Phase 2A Clinical Trial) after Celgene’s receipt of notice from Acceleron that the corresponding milestone event has first been achieved with respect to the applicable Option Compound, (i) the definition of “Licensed Compound” shall automatically be deemed, effective as of the date of receipt of the last applicable Option Program Payment by Acceleron, to include [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies, as applicable, and (ii) the definition of “Acceleron Patent Rights” shall automatically be deemed, effective as of the date of receipt of the last applicable Option Program Payment by Acceleron, to include the [* * *] Antibody Patent Rights, [* * *] Antibody Patent Rights, or [* * *] Antibody Patent Rights, as applicable. In the event that Celgene does not make each Option Program Payment for a particular Option Compound within the required time period, Celgene shall fully and irrevocably forfeit any right to develop such Option Compound, and all right, title and interest in such Option Compound shall remain the property of Acceleron. For clarity, the making of any Option Program Payment is solely within the discretion of Celgene. [* * *] $ [* * *] $ [* * *] $ [* * *] [* * *] $ [* * *] $ [* * *] $ [* * *] [* * *] $ [* * *] $ [* * *] $ [* * *] For clarity, each Option Program Payment set forth in this Section 7.2 shall be paid only once for each Option Compound, regardless of whether more than one Clinical Trial may be conducted for such Option Compound.

Option Program Payments. With respect to products containing [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies, Acceleron shall provide Celgene with written notice after the earliest date on which the corresponding milestone event has first been achieved with respect to the applicable Option Compound. In the event that Celgene makes each payment set forth in the chart below, through and including the payment due upon completion of a Phase 2A Clinical Trial, (the “Option Program Payments”) with respect to products containing [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies no later than [* * *] days (or [* * *] days in the case of the third milestone event related to delivery of the results of the Phase 2A Clinical Trial) after Celgene’s receipt of notice from Acceleron that the corresponding milestone event has first been achieved with respect to the applicable Option Compound, (i) the definition of “Licensed Compound” shall automatically be deemed, effective as of the date of receipt of the last applicable Option Program Payment by Acceleron, to include [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies, as applicable, and (ii) the definition of “Acceleron Patent Rights” shall automatically be deemed, effective as of the date of receipt of the last applicable Option Program Payment by Acceleron, to include the [* * *] Antibody Patent Rights, [* * *] Antibody Patent Rights, or [* * *] Antibody Patent Rights, as applicable. In the event that Celgene does not make each Option Program Payment for a particular Option Compound within the required time period, Celgene shall fully and irrevocably forfeit any right to develop such Option Compound, and all right, title and interest in such Option Compound shall remain the property of Acceleron. For clarity, the making of any Option Program Payment is solely within the discretion of Celgene. [* * *] $ [* * *] $ [* * *] $ [* * *] [* * *] $ [* * *] $ $[* * *] $ $[* * *] $[* * *] [* * *] $ $[* * *] $ $[* * *] $ $[* * *] [* * *] $[* * *] $[* * *] $[* * *] For clarity, each Option Program Payment set forth in this Section 7.2 shall be paid only once for each Option Compound, regardless of whether more than one Clinical Trial may be conducted for such Option Compound.

Option Program Payments. With respect to products containing [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies, Acceleron shall provide Celgene with written notice after the earliest date on which the corresponding milestone event has first been achieved with respect to the applicable Option Compound. In the event that Celgene makes each payment set forth in the chart below, through and including the payment due upon completion of a Phase 2A Clinical Trial, (the “Option Program Payments”) with respect to products containing [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies no later than [* * *] days (or [* * *] days in the case of the third milestone event related to delivery of the results of the Phase 2A Clinical Trial) after Celgene’s receipt of notice from Acceleron that the corresponding milestone event has first been achieved with respect to the applicable Option Compound, (i) the definition of “Licensed Compound” shall automatically be deemed, effective as of the date of receipt of the last applicable Option Program Payment by Acceleron, to include [* * *] Antibodies, [* * *] Antibodies, or [* * *] Antibodies, as applicable, and (ii) the definition of “Acceleron Patent Rights” shall automatically be deemed, effective as of the date of receipt of the last applicable Option Program Payment by Acceleron, to include the [* * *] Antibody Patent Rights, [* * *] Antibody Patent Rights, or [* * *] Antibody Patent Rights, as applicable. In the event that Celgene does not make each Option Program Payment for a particular Option Compound within the required time period, Celgene shall fully and irrevocably forfeit any right to develop such Option Compound, and all right, title and interest in such Option Compound shall remain the property of Acceleron. For clarity, the making of any Option Program Payment is solely within the discretion of Celgene. [* * *] $ [* * *] $ [* * *] $ [* * *] [* * *] $ [* * *] $ [* * *] $ [* * *] [* * *] $ [* * *] $ [* * *] $ [* * *] For clarity, each Option Program Payment set forth in this Section 7.2 shall be paid only once for each Option Compound, regardless of whether more than one Clinical Trial may be conducted for such Option Compound.