Common use of Research and Development Milestones Clause in Contracts

Research and Development Milestones. Upon the first achievement of each milestone event set forth in the table below for each applicable Product (each, a “Development Milestone Event”), XXX shall make the corresponding milestone payment to Zymeworks (each, a “Development Milestone Payment”), as set forth in Section 6.1.1. Each Development Milestone Payment (a) shall be payable [...***...] upon the [...***...] of the corresponding Development Milestone Event for such Product and (b) shall be payable a total of [...***...] with respect to each Collaboration Sequence Pair (except that Development Milestone Payment 2.a. shall be payable [...***...] with respect to a First Collaboration Sequence Pair Product, and Development Milestone Payment 2.b. shall be payable [...***...] with respect to the Second Collaboration Sequence Pair Product). If a later Development Milestone Event is achieved with respect to a Product before a prior Development Milestone Event(s), solely with respect to Development Milestone Events 1-4, in such table is achieved with respect to such Product (where “later” refers to a higher number in the table of Development Milestone Events ____________________________ 46 Competitive Information – Other Commercially Sensitive Terms. 47 Competitive Information – Other Commercially Sensitive Terms. 48 Competitive Information – Financial Provisions. below), then such prior Development Milestone Event(s) shall be deemed achieved upon achievement of such later Development Milestone Event and the Development Milestone Payment(s) for the prior Development Milestone Event(s) shall be paid together with the payment of the Development Milestone Payment for the later Development Milestone Event. 49

Research and Development Milestones. Upon Xxxxx shall pay Verve the first achievement of each milestone event set forth in the table below for each applicable Product Milestone Payments (each, a “Research and Development Milestone Payment”) within [**] after, on a Royalty Product-by-Royalty Product basis, the Milestone Event is first achieved by Xxxxx, Lilly, or their respective Affiliates or Sublicensees (as applicable) with respect to a Royalty Product (or Research and Development thereof) (each, a “Research and Development Milestone Event”), XXX shall make the corresponding milestone payment to Zymeworks (each, a “Development Milestone Payment”), as set forth in Section 6.1.1. Each Development Milestone Payment (a) shall be payable [...***...] upon the [...***...] of the corresponding Development Milestone Event for such Product and (b) shall be payable a total of [...***...] with respect to each Collaboration Sequence Pair (except that Development Milestone Payment 2.a. shall be payable [...***...] with respect to a First Collaboration Sequence Pair Product, Research and Development Milestone Payment 2.b. shall be payable only once per Royalty Product. For clarity, Co-Funded Products are not Royalty Products and accordingly no Research and Development Milestone Payment shall be payable on achievements of Co-Funded Product(s) if the Research and Development Milestone Event occurs during the Cost-Sharing Term. If Lilly discontinues development of a Royalty Product and a later Royalty Product Directed To the same Licensed Target later achieves a Research and Development Milestone Event previously achieved by the discontinued Royalty Product, the corresponding Research and Development Milestone Payment will not be due for the replacement Royalty Product. Xxxxx may deduct from any Research and Development Milestone Event [...**] percent ([*...] *]%) of the Existing License Share payable with respect to the Second Collaboration Sequence Pair Productmilestone payments for Royalty Products (it being understood that for each dollar so deducted, Xxxxx will bear a dollar of cost and will not be entitled to offset that dollar against other milestones or royalties). If a later Table 10.3.1 – Research and Development Milestone Event is achieved with respect to a Product before a prior Development Milestone Event(s), solely with respect to Development Milestone Events Payments (1-4, in such table is achieved with respect to such Product ) [**] [**] (where “later” refers to a higher number in the table of Development Milestone Events ____________________________ 46 Competitive Information – Other Commercially Sensitive Terms. 47 Competitive Information – Other Commercially Sensitive Terms. 48 Competitive Information – Financial Provisions. below), then such prior Development Milestone Event(s2) shall be deemed achieved upon achievement of such later Development Milestone Event and the Development Milestone Payment(s) for the prior Development Milestone Event(s) shall be paid together with the payment of the Development Milestone Payment for the later Development Milestone Event. 49[**] [**]