Regulatory Milestone Payments. For each Exclusive Target for which Genentech has exercised an Option pursuant to Section 3.2 above, Licensee shall pay Arvinas the following one-time milestone event payments for the first achievement of the corresponding milestone events for any Licensed Product that is a Valid Claim Licensed Product at the time of such achievement, with respect to such Exclusive Target, subject to the terms of this Section 6.3 and the payment provisions in Article 7 below: Regulatory Milestone Event for each Exclusive Target Milestone Event Payment (US$) 1st Indication 2nd Indication [**] [**] [**] [**] [**] [**] [**] [**] [**] Total Potential Regulatory Milestone Event Payments: $35,000,000 $17,500,000
Regulatory Milestone Payments. Pfizer shall pay to OPKO the amounts set forth below within *** days following the first occurrence of each event described below (each event, a “Regulatory Milestone” and each payment, a “Regulatory Milestone Payment”), which amounts shall be non-refundable and non-creditable against any other payments due under this Agreement. Regulatory Milestone Regulatory Milestone Payment First achievement of *** of a Licensed Product for an Approved Indication in *** *** First achievement of *** of a Licensed Product for an Approved Indication in *** *** First achievement of *** of a Licensed Product for an Approved Indication in *** *** First achievement of *** of a Licensed Product for an Approved Indication in *** *** First achievement of *** of a Licensed Product for an Approved Indication in *** *** First achievement of *** of a Licensed Product for an Approved Indication in *** *** First achievement of *** of a Licensed Product for an Approved Indication in *** *** *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Execution Version For the avoidance of doubt: (a) each Regulatory Milestone Payment shall be payable only once upon first achievement of the applicable Regulatory Milestone and only on the first occurrence of the corresponding Regulatory Milestone, regardless of the number of Licensed Products achieving such Regulatory Milestone; (b) a Regulatory Milestone satisfied by a sublicensee or Affiliate of OPKO shall be deemed to have been achieved by OPKO for the purposes of this Section 5.2; and (c) to the extent any ***, which trigger a Regulatory Milestone, *** shall be payable in respect of each such *** as provided above. In addition, and for greater clarity, milestones shall not be paid on ***.
Regulatory Milestone Payments. BMS shall pay to BN the following one-time non-refundable milestone payments set forth in Table 1 within [***] after the first achievement of the specified milestone event for the first indication by BMS, its Affiliates or its Sublicensees for the first Product to achieve such milestone event. In no event shall milestone payments to be made pursuant to this Section 8.3 exceed $110 million in the aggregate. For clarity, such milestone payments shall not be paid on any other Products that might achieve the same milestone event. BMS shall provide written notice to BN within [***] after the first achievement of the specified milestone event by BMS or its Affiliates and within [***] after the first achievement of the specified milestone event by its Sublicensees. Table 1 Milestone Event for Product Milestone Payment [***] $ [***] [***] $ [***] [***] $ [***] Total $ 110,000,000
Regulatory Milestone Payments. Jazz shall provide Zymeworks with notice of the achievement of each Regulatory Milestone Event within [***] thereafter. Following receipt of each such notice, Zymeworks will issue to Jazz a written invoice for the applicable Regulatory Milestone Payment. Jazz will pay to Zymeworks the applicable Regulatory Milestone Payment within [***] after its receipt of such invoice.
Regulatory Milestone Payments. As additional consideration for the Transactions, upon the satisfaction of the criteria described in each subsection of this Section 2.4(a) (each, a “Regulatory Milestone”), Buyer shall, subject to the terms of this Section 2.4, pay or cause to be paid to Seller in cash the amount specified in such subsection (each such payment, a “Regulatory Milestone Payment”). Except as expressly specified below, each Regulatory Milestone Payment shall be payable only once [**]:
Regulatory Milestone Payments. Emergent shall promptly inform Aridis of the achievement of each of the milestones set forth below by Emergent or any of its Affiliates or, if applicable, any Emergent sublicensee. In partial consideration of the licenses and other rights granted herein and subject to the terms and conditions set forth in this Agreement, Emergent shall make the following non-refundable milestone payments to Aridis within thirty (30) days of receipt by Emergent from Aridis of a written invoice therefor:
Regulatory Milestone Payments. X4 shall pay Genzyme the following one-time, non-refundable, non-creditable milestone payments [***] after the first achievement of the corresponding Milestone Event by X4, its Sublicensees or their respective Affiliates: Milestone Event Milestone Payment [***] [***] [***] [***] [***] [***] [***] [***]
Regulatory Milestone Payments. Following achievement of a milestone event set forth in this Section 4.3 by each distinct Xilio Licensed Product that would [**] (each, a “Milestone Event”), Xilio shall pay to AskGene the corresponding milestone payment set forth in the table below in this Section 4.3 (each, a “Milestone Payment”) in accordance with Section 4.6. Notwithstanding anything to the contrary, each Milestone Payment shall be payable only once for the achievement of the applicable Milestone Event for each distinct Xilio Licensed Product. For the avoidance of doubt, two Xilio Licensed Products shall only be distinct Xilio Licensed Products eligible for a subsequent Milestone Payment under this Section 4.3 if the Xilio Licensed Products each require a separate NDA/BLA Approval or MAA Approval, unless such separate NDA/BLA Approval or MAA Approval is (a) [**], or (b) [**]. Milestone Event Milestone Payment [**] $ [**] [**] $ [**] [**] $ [**]
Regulatory Milestone Payments. From and after the Closing, following the first achievement of each regulatory milestone event set forth in the table below (each such event, a “Regulatory Milestone Event”), Buyer shall pay, or cause to be paid, to Seller a one-time, non-refundable and non-creditable corresponding milestone payment (each, a “Regulatory Milestone Payment”) within [***] Business Days after receipt of an invoice from Seller issued no earlier than the first achievement of such Regulatory Milestone Event. Buyer shall notify Seller as soon as reasonably practicable (but no more than [***] Business Days) after each Regulatory Milestone Event is first achieved. For the avoidance of doubt, each Regulatory Milestone Payment shall be payable one time only for each Ento Product, Lanra Product and Other Product upon the first achievement of the corresponding Regulatory Milestone Event for such Ento Product, Lanra Product and Other Product (as applicable), regardless of the number of times such Regulatory Milestone Event may be achieved. As used in the table below, “Indication” means an individual, separate and distinct disease or medical condition for which (a) [***] or (b) a [***]. For clarity, subpopulations of patients with a [***] or [***] shall be ***Certain Confidential Information Omitted 18 deemed to be separate “Indications”, including [***] by [***] or [***]. In addition, [***] with a Product [***]. Regulatory Milestone Payments Regulatory Milestone Event Ento Compound: 1st Indication Ento Compound: 2nd Indication Lanra Compound: 1st Indication Lanra Compound: 2nd Indication Other Compound: 1st Indication Other Compound: 2nd Indication [***] $[***] $[***] $[***] $[***] $[***] $[***] [***] $[***] $[***] $[***] $[***] $[***] $[***]
Regulatory Milestone Payments. Milestone Payment N° Description of Milestone Milestone Payment Amount 1 [*] $[*] million Provided that if the NOVACEA Licenses for Canada are terminated pursuant to Section 2.6 hereof, then regulatory Milestone Payments N°2 and N°3 will not be due.
