Payment of Milestone Fees. NN will be obligated to pay ------------------------- to ZGI each of the milestone fees set forth in the table below (the "Milestone Fees"). The execution fee for the PLPC License shall be paid by NN to ZGI only once for each ZSS. All other Milestone Fees shall be paid by NN to ZGI for each Zid Embodiment within each ZSS that proceeds through clinical development. If multiple members of a single Zid Embodiment proceed through development, NN shall pay Milestone Fees only for the first such member to pass each milestone; however, upon commercialization of a second and subsequent member of the same Zid Embodiment by NN, or a Commercialization Partner or Sublicensee, then NN shall pay to ZGI full sets of Milestone Fees for such second and subsequent members of that Zid Embodiment. Each Milestone Fee shall be non-refundable and non-creditable against any other amounts payable by NN under this Agreement, such BC PLPC Pre-Negotiated License agreement or any other agreement. Each Milestone Fee shall be payable by NN to ZGI within ten (10) business days after achievement of the corresponding milestone. Upon actual payment of each Milestone Fee, NN shall be considered as having fulfilled its diligence obligations under SECTION 6.8.1 above, and the date of the payment shall be deemed the date of occurrence of the diligence event for the purposes of calculating the timing of the next occurring diligence obligation. ------------------------------------------------------------------------------------------------------------------------------------ Upon Upon the earlier of Upon the earlier of Upon the earlier of Upon the earlier Upon the earlier execution of [*] after PLPC [*] after IND Filing [*] from achievement of [*] from of [*] from the license approval and IND (first human dose) of CPC and PLA Filing achievement of achievement of CPC Filing (first human and achievement of in Europe for Product CPC and PLA Filing and PLA Filing in does) for Product CPC and Clinical based on each Zid in Japan for US for Product based on each Zid Proof of Concept for Embodiment Product based on based on each Zid Embodiment Product based on each each Zid Embodiment Zid Embodiment Embodiment ------------------------------------------------------------------------------------------------------------------------------------ Each Zid [*] [*] [*] [*] [*] [*] Embodiment in ZSS -------------------------------------------------------------------------------------------------------------------...

Payment of Milestone Fees. The licensee will be obligated to pay to ------------------------- the licensor each of the milestone fees set forth in the table below (the "Milestone Fees") for each Patent Product that proceeds through development. Each Milestone Fee shall be non-refundable and non-creditable against any other amounts payable by the licensee. Each Milestone Fee shall be payable by the licensee to the licensor within ten (10) business days after achievement of the corresponding milestone. Upon actual payment of each Milestone Fee, the licensee shall be considered as having fulfilled its diligence obligations under SECTION 4.3.3(A) above, and the date of the payment shall be deemed the date of occurrence of the diligence event for the purposes of calculating the timing of the next occurring diligence obligation. ------------------------------------------------------------------------------------------------------------------------------------ Upon execution Diligence Upon the earlier Upon the earlier of Upon the earlier of Upon the earlier of the license obligation of [ * ] years [ * ] years after [ * ] years from of [ * ] years 4.3.3(A)(ii) after 4.3.3(A)(ii) IND Filing (first initiation of a from initiation attained attained and IND human dose) approval Phase III clinical of a Phase III Filing (first human and initiation of a trial and PLA clinical trial dose) Phase III clinical Filing in Europe and PLA Filing trial in Japan ------------------------------------------------------------------------------------------------------------------------------------ Each Patent Product [ * ] [ * ] [ * ] [ * ] [ * ] [ * ] ------------------------------------------------------------------------------------------------------------------------------------

Payment of Milestone Fees. NN will be obligated to pay ------------------------- to ZGI each of the milestone fees set forth in the table below (the "Milestone Fees"). The execution fee for the Medical Hypothesis License and for PLPC approval shall be paid by NN to ZGI for the first Zid Embodiment within each ZSS. All other Milestone Fees shall be paid by NN to ZGI for each Zid Embodiment within each ZSS that proceeds through clinical development. If multiple members of a single Zid Embodiment proceed through development, NN shall pay Milestone Fees only for the first such member to pass each milestone; however, upon commercialization of a second and subsequent member of the same Zid Embodiment by NN, or a Commercialization Partner or Sublicensee, then NN shall pay to ZGI full sets of Milestone Fees for such second and subsequent members of that Zid Embodiment. Each Milestone Fee shall be non-refundable and non-creditable against any other amounts payable by NN under this Agreement, such RoW Medical Hypothesis Pre-Negotiated License agreement or any other agreement. Each Milestone Fee shall be payable by NN to ZGI within ten (10) business days after achievement of the corresponding milestone. Upon actual payment of each Milestone Fee, NN shall be considered as having fulfilled its diligence obligations under SECTION 5.4.1 above, and the date of the payment shall be deemed the date of occurrence of the diligence event for the purposes of calculating the timing of the next occurring diligence obligation.

Payment of Milestone Fees. NN will be obligated to pay ------------------------- to ZGI each of the milestone fees set forth in the table below (the "Milestone Fees"). The execution fee for the Medical Hypothesis License and for PLPC approval shall be paid by NN to ZGI for the first Zid Embodiment within each ZSS. All other Milestone Fees shall be paid by NN to ZGI for each Zid Embodiment within each ZSS that proceeds through clinical development. If multiple members of a single Zid Embodiment proceed through development, NN shall pay Milestone Fees only for the first such member to pass each milestone; however, upon commercialization of

Payment of Milestone Fees. Schering shall pay to CIMA the appropriate milestone payment due under Subsections 4.2(a)(ii), (iii) and (iv) within [. . . *** . . .] after receipt by Schering of an invoice from CIMA for such milestone payment. The applicable milestone payment shall be payable only once upon the completion of each such milestone and no amounts shall be due hereunder for subsequent or repeated achievement of such milestone.

Related to Payment of Milestone Fees

Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.
Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.
Milestone Payment The first time Net Sales in the Territory in a Royalty Period exceed US$[***] ([***] dollars) US$[***] ([***] dollars)
Sales Milestone Payments Artiva shall make the following one-time, non-refundable and non-creditable sales milestone payments to GCLC when the aggregate annual Net Sales of Products in the Territory first reach the thresholds specified below. Artiva shall notify GCLC promptly of the achievement of each such sales threshold. Each sales milestone payment shall be made by Artiva within [***] days after the end of the calendar quarter in which such sales threshold is achieved. To the extent more than one sales threshold is reached in any given calendar year, then the applicable milestone payment for each such achievement shall be due and owing with respect to such calendar year. For clarification, the total milestone payments payable hereunder if all milestone events are achieved is [***].
Milestone Event Milestone Payment [***] [***]
Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].
Milestone Payments In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.
Sales Milestones (a) As to each Therapeutic Product, SANOFI-AVENTIS shall pay MERRIMACK up to a total of Sixty Million Dollars (US$60,000,000) upon the first achievement of the following Net Sales milestones, on a Therapeutic Product-by-Therapeutic Product basis: (i) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (ii) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (iii) Total Worldwide Net Sales for Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (b) Each milestone payment set forth in Section 8.4(a) shall be payable by SANOFI-AVENTIS upon the achievement of the related milestone event by SANOFI-AVENTIS and its Affiliates or sublicensees, and SANOFI-AVENTIS shall provide notice to MERRIMACK promptly upon achievement of such milestone event. SANOFI-AVENTIS shall pay MERRIMACK each such milestone payment within [**] days of such achievement of the related milestone event. (c) For purposes of clarity, more than one of the Net Sales milestones set forth above may be earned in the same four (4) consecutive calendar quarter period with respect to a Therapeutic Product. For example, if total worldwide Net Sales with respect to a given Therapeutic Product have not achieved any of the lower sales milestone thresholds set forth in clause (i) or (ii) of Section 8.3(a) above in any previous four (4) consecutive calendar quarter period, but total worldwide Net Sales with respect to such Therapeutic Product exceed $[**] in a subsequent four (4) consecutive calendar quarter period, then all three milestone payments, totaling $60 Million, payable upon achievement of the sales milestone thresholds set forth in clause (i), (ii) and (iii) of Section 8.3(a) above shall become payable to MERRIMACK hereunder.
Milestones Subject to the provisions of the SGIP, the Parties shall agree on milestones for which each Party is responsible and list them in Attachment 4 of this Agreement. A Party’s obligations under this provision may be extended by agreement. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Force Majeure event, it shall immediately notify the other Parties of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer significant uncompensated economic or operational harm from the delay, (1) attainment of the same milestone has previously been delayed, or (2) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment.
Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

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