Common use of Research Fees Clause in Contracts

Research Fees. Licensee shall pay to SGI the following amounts in consideration of the Research Program: 6.1.1 Within ten (10) business days of the Effective Date, Licensee shall pay to SGI the sum of Two Million U.S. Dollars ($2,000,000) by wire transfer of immediately available funds (the “ADC Access Fee”). 6.1.2 Licensee shall pay SGI at an annual rate of [***] per FTE who provides assistance as requested by Licensee pursuant to this Agreement in each of the first [***] of the Term (the “FTE Fees”). Commencing upon the [***] of the Effective Date (the “[***]”) and [***] Confidential treatment has been requested with respect to the omitted portions. upon [***] thereafter, the FTE Fees will [***] by [***] per FTE per year; provided, that, notwithstanding the foregoing, the Parties hereby agree that Licensee shall pay no consideration to SGI in connection with any preparation of ADCs or related characterization work performed by SGI under the Initial Agreements. Licensee shall also pay SGI for all Drug Conjugation Materials supplied by SGI to Licensee hereunder at the rate of [***] of SGI’s Cost of Goods therefor (the “Supply Fees”). The FTE Fees and the Supply Fees are collectively referred to herein as (the “Research Fees”). Within [***] after the end of each [***], SGI shall submit a report to Licensee supporting the calculation of the Research Fees due for such [***] (a “Research Fees Report”). Licensee shall pay all Research Fees to SGI within [***] of receipt of each Research Fees Report.

Research Fees. Licensee shall pay to SGI the following amounts in consideration of the Research Program: 6.1.1 Within ten (10) business days of the Effective Date, Licensee shall pay to SGI the sum of Two Million U.S. Dollars ($2,000,000) by wire transfer of immediately available funds (the “ADC Access Fee”). 6.1.2 Licensee shall pay SGI at an annual rate of [***] per FTE who provides assistance as requested by Licensee pursuant to this Agreement in each of the first [***] of the Term (the “FTE Fees”). Commencing upon the [***] of the Effective Date (the “[***]”) and [***] Confidential treatment has been requested with respect to the omitted portions. upon [***] thereafter, the FTE Fees will [***] by [***] per FTE per year; provided, that, notwithstanding the foregoing, the Parties hereby agree that Licensee shall pay no consideration to SGI in connection with any preparation of ADCs or related characterization work performed by SGI under the Initial Agreements. Licensee shall also pay SGI for all Drug Conjugation Materials supplied by SGI to Licensee hereunder at the rate of [***] of SGI’s Cost of Goods therefor (the “Supply Fees”). The FTE Fees and the Supply Fees are collectively referred to herein as (the “Research Fees”). Within [***] after the end of each [***], SGI shall submit a report to Licensee supporting the calculation of the Research Fees due for such [***] (a “Research Fees Report”). Licensee shall pay all Research Fees to SGI within [***] of receipt of each Research Fees Report.

Research Fees. Licensee shall pay 7.2.1 Subject to SGI the Section 7.2.3, following amounts in consideration receipt of the Research Program: 6.1.1 Within ten (10) business days of the Effective Datean invoice therefor, Licensee shall pay to SGI MTI, (a) at the sum of Two Million U.S. Dollars ($2,000,000) by wire transfer of immediately available funds (the “ADC Access Fee”). 6.1.2 Licensee shall pay SGI at an annual rate of [***] per FTE Rate, for each FTE who provides assistance performs Development, consultation or support work as requested by Licensee pursuant to this Agreement in each of accordance with the first [***] of applicable Research Plan (and budget therein) or, with respect to the Term services described in Sections 4.1, 4.3 and 6.1, as directed by Licensee or as otherwise set forth therein (the “FTE Fees”). Commencing upon the [***] of the Effective Date (the “[***]”) and [***] Confidential treatment has been requested with respect to the omitted portions. upon [***] thereafter, the FTE Fees will [***] by [***] per FTE per year; provided, that, notwithstanding the foregoing, the Parties hereby agree that Licensee shall pay no consideration to SGI in connection with any preparation of ADCs or related characterization work performed by SGI under the Initial Agreements. Licensee shall also pay SGI (b) for all Drug Conjugation ADC Materials and Study Materials supplied by SGI MTI to Licensee hereunder at the rate of [***] of SGI’s Cost of Goods actual, reasonable and verifiable out-of-pocket cost to MTI therefor (the “Supply Fees”). The FTE Fees and the Supply Fees are collectively referred to herein as (the “Research Fees.” 7.2.2 Within [***] days prior to the end of each Calendar Quarter during each Research Program Term, the Joint Research Committee shall develop a good faith estimate of the Research Fees to be incurred during the subsequent Calendar Quarter in accordance with the then-current Research Plan (such amount, the “Estimated Pre-Payment”). No later than the [***] day of each Calendar Quarter during any Research Program Term (other than the first Calendar Quarter of the Term), following receipt of an invoice therefor, Licensee will pay to MTI the Estimated Pre-Payment for such Calendar Quarter minus any Overage (as defined below) retained by MTI. Within [***] days after the end of each [***]Calendar Quarter during any Research Program Term, SGI MTI shall submit provide Licensee with a report to Licensee supporting the calculation of detailed invoice including information concerning the Research Fees due actually incurred during such Calendar Quarter; provided, that such Research Fees shall not exceed amounts budgeted in the applicable Research Plan for activities conducted in such Calendar Quarter, without Licensee’s prior written consent; provided, further, that if such Research Fees exceed amounts pre-paid by Licensee for such [***] Calendar Quarter (a “Research Fees Report”). including any amounts carried forward from previous Calendar Quarters pursuant to the next sentence) and meet the requirements of the immediately preceding proviso, they shall be paid by Licensee shall pay all Research Fees to SGI within [***] days of receipt of each the applicable invoice. Any amounts pre-paid pursuant to this Section 7.2.2 with respect to a Research Program and a Calendar Quarter, but not credited hereunder for such Calendar Quarter (such excess amount, the “Overage”), shall be carried forward for pre-payment for the subsequent Calendar Quarter; provided, that any Overage retained by MTI and not credited hereunder before the end of the Research Program Term for such Research Program shall be refunded to Licensee within [***] days of Licensee’s request therefor following the end of such Research Program Term or the earlier termination of this Agreement. The Parties acknowledge and agree that, as of the Amendment Effective Date, Licensee has paid to MTI all amounts that were payable prior to the Amendment Effective Date in accordance with this Section 7.2.2, including the initial pre- payment of [***] U.S. Dollar [***] within [***] Business Days following the Original Effective Date to cover the estimated Research Fees Reportfor the first Calendar Quarter. 7.2.3 Notwithstanding anything to the contrary in this Agreement, (a) Supply Fees or other out-of-pocket costs to be reimbursed hereunder shall not include any costs or expenses included in the FTE Rate or FTE Fees generally, (b) FTE Fees or other FTEs to be reimbursed hereunder shall not include FTEs for any Overhead personnel or the cost or expense of supervisory personnel, including management, who are not directly performing activities for Licensee under a Research Program or otherwise under this Agreement, and (c) in no event shall any cost or expense of MTI that is to be reimbursed by Licensee hereunder, including the Research Fees, be reimbursed more than once. In no event shall any Research Fee (x) be charged or reimbursed hereunder with respect to MTI’s costs of developing materials or information (including MTI Regulatory Documentation), except to the extent specifically related to an ADC or a Licensed Product, pursuant to a Research Plan or otherwise, requested by Licensee in writing and pursuant to an agreed-upon budget or (y) otherwise include any MTI capital expenditures or other expenses not specifically incurred in connection with, and not specifically related to, MTI’s performance under this Agreement. MTI shall keep complete and accurate records in sufficient detail to properly reflect all Research Fees and other reimbursements based on out-of-pocket costs or FTE Cost hereunder to enable accurate amounts payable hereunder to be determined. Any reimbursable out-of-pocket expense related to travel exceeding [***] U.S. Dollars [***] shall require Licensee’s prior written consent.

Research Fees. Licensee shall pay to SGI Licensor the following amounts in consideration of the Research Program: 6.1.1 Within ten (10) business days of the Effective Date, Licensor acknowledges that Licensee shall pay has paid to SGI Licensor the sum of Two Million U.S. Dollars ($2,000,000) [***] by wire transfer of immediately available funds pursuant to [***] by and between Licensee and Licensor, for the purposes and on the terms and conditions described therein (the “ADC Access Fee”). 6.1.2 Licensee shall pay SGI Licensor at an annual rate of [***] per FTE who provides assistance for research work as requested by Licensee and actually performed by Licensor pursuant to the Research Plan or as provided in this Agreement in each of the first [***] of the Term (the “FTE Fees”). Commencing upon the [***] of the Effective Date (the “[***]”) and [***] Confidential treatment has been requested with respect to the omitted portions. upon every [***] thereafter, the rate applicable to calculating the FTE Fees will [***] by [***] per FTE per year; provided, that, notwithstanding the foregoing, the Parties hereby agree that Licensee shall pay no consideration to SGI in connection with any preparation of ADCs or related characterization work performed by SGI under the Initial AgreementsFTE. Licensee shall also pay SGI Licensor for all Drug Conjugation Materials supplied by SGI Licensor to Licensee hereunder at the rate of [***] of SGILicensor’s Cost of Goods therefor (the “Supply Fees”); provided, however, that such Supply Fees for [***] shall not exceed [***] per milligram. The FTE Fees and the Supply Fees are collectively referred to herein as (the “Research Fees”). Within [***] after the end of each [***], SGI Licensor shall submit a report to Licensee in form and substance satisfactory to Licensee and accompanied by such documentation and verification as Licensee may reasonably request supporting the calculation of the Research Fees due for such [***] (a “Research Fees Report”). Licensee shall pay all Research Fees to SGI Licensor within [***] of receipt of each Research Fees Report.

Research Fees. Licensee shall pay to SGI the following amounts in consideration of the Research Program: 6.1.1 Within ten thirty (1030) business days of the Effective Date, Licensee shall pay to SGI the sum a non-refundable, non-creditable fee of Two Million U.S. Dollars ($2,000,000) by wire transfer of immediately available funds (the “ADC Access Fee”). 6.1.2 Licensee shall pay SGI at an annual rate of [***] per FTE who provides assistance as requested by Licensee pursuant to this Agreement in each of the first [***] of the Term (the “FTE Fees”). Commencing upon the [***] of the Effective Date (the “[***]”) and [***] Confidential treatment has been requested with respect to the omitted portions. upon every [***] thereafter, the FTE Fees per FTE per year will [***] by in accordance with the [***] per FTE per year; provided, that, notwithstanding the foregoing, the Parties hereby agree that Licensee shall pay no consideration to SGI in connection with any preparation of ADCs or related characterization work performed by SGI under the Initial Agreements]. Licensee shall also pay SGI for all Drug Conjugation Materials supplied by SGI to Licensee hereunder at the rate of [***] of SGI’s Cost of Goods therefor (the “Supply Fees”). To the extent reasonably possible, SGI shall [***]. The FTE Fees and the Supply Fees are collectively referred to herein as (the “Research Fees”). Within [***] after the end of each [***], SGI shall submit a report to Licensee supporting the calculation of the Research Fees due for such [***] (a “Research Fees Report”). Licensee shall pay all Research Fees to SGI within [***] of receipt of each Research Fees Report. An “FTE” is [***]. The portion of an FTE year devoted by an employee shall be [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. determined by [***]; provided, however, that [***]. The FTE Rate for each FTE includes [***]. Notwithstanding the foregoing, Licensee [***].

Research Fees. Licensee shall pay to SGI the following amounts in consideration of the Research Program: 6.1.1 Within ten (10) business days [***] of the Effective Date, Licensee shall pay to SGI the sum of Two Four Million U.S. Dollars ($2,000,0004,000,000) by wire transfer of immediately available funds (the “ADC Access Fee”). 6.1.2 Licensee shall pay SGI at an annual rate of [***] per FTE who provides assistance performs research, development, consultation or support work as requested by Licensee pursuant to this Agreement in each of the first [***] of the Term (the “FTE Fees”). Commencing upon the [***] of the Effective Date (the “[***]”) and [***] Confidential treatment has been requested with respect to the omitted portions. upon [***] thereafter, the FTE Fees will [***] by in accordance with the [***]. The Parties agree that the total FTE Fees for the first [***] per FTE per yearof the Research Program Term shall not exceed an amount [***] without the written consent of Licensee; provided, thathowever, notwithstanding that SGI shall not be required to provide any services requested by Licensee under this Agreement if such services would exceed the foregoinglimit set forth above unless Licensee provides its written consent and agrees to reimburse SGI for such excess FTE Fees. Upon renewal of the Research Program Term as provided for in Section 2.2 above, the Parties hereby Licensee and SGI shall mutually agree that Licensee shall pay no consideration upon a budget for FTE Fees to SGI in connection with any preparation of ADCs or related characterization work performed by SGI under the Initial Agreementsbe incurred during such [***] renewal period. Licensee shall also pay SGI for all Drug Conjugation Materials supplied by SGI to Licensee hereunder at the rate of [***] of SGI’s Cost of Goods therefor (the “Supply Fees”). The FTE Fees and the Supply Fees are collectively referred to herein as (the “Research Fees”). Within [***] after the end of each [***], SGI shall submit a report to Licensee supporting the calculation of the Research Fees due for such [***] Calendar Quarter (a “Research Fees Report”). Licensee shall pay all Research Fees to SGI within [***] of receipt of each Research Fees Report.

Research Fees. Licensee shall pay to SGI the following amounts in consideration of the Research Program: 6.1.1 Within ten (10) business days of the Effective Date, Licensee shall pay to SGI the sum of Two Million U.S. Dollars ($2,000,000) by wire transfer of immediately available funds (the “ADC Access Fee”). 6.1.2 Licensee shall pay SGI at an annual a rate of [***] per FTE who provides assistance for the performance by such FTEs as requested by Licensee pursuant to Sections 2.4, 5.3.2 and 5.3.3 and Articles 2, 4 and 11 of this Agreement in each of the first [***] of the Term (the “FTE Personnel Fees”). Commencing upon the [***] of the Effective Date (the “[***]”) and [***] Confidential treatment has been requested with respect to the omitted portions. upon every [***] thereafter, the FTE Personnel Fees will [***] increase by [***] per FTE per year; provided, that, notwithstanding the foregoing, the Parties hereby agree that Licensee shall pay no consideration to SGI in connection with any preparation of ADCs or related characterization work performed by SGI under the Initial Agreements. Licensee shall also pay SGI for all Drug Conjugation Materials supplied by SGI to Licensee hereunder at the rate of [***] of SGI’s Cost of Goods therefor (the “Supply Fees”). The FTE Personnel Fees and the Supply Fees are collectively referred to herein as (the “Research Fees”). For purposes of clarification, costs for labor that are appropriately includable within the calculation of Personnel Fees shall not be included in the calculation of Supply Fees. Within [***] days after the end of each [***], SGI shall submit a report to Licensee supporting the calculation of the Research Fees due for such [***] (a “Research Fees Report”). Licensee shall pay all Research Fees to SGI within [***] of receipt of each Research Fees Report. 6.1.3 SGI shall be obligated to maintain all books and records relating to Research Fees billed to Licensee during the Term. Licensee shall have the right to engage an independent certified public accounting firm of internationally recognized standing, selected by Licensee and reasonably acceptable to SGI, to audit the books and records of SGI related to the Research Fees to verify the accuracy of the Research Fees Reports upon at least [***] prior notice and [***]. Such accountants may audit the books and records relating to the Research Fees Reports for any year [***] of such request. The accounting firm shall disclose to Licensee only whether such Research Fees Reports were correct or not, and the specific details concerning any discrepancies. No other information obtained by such accountants shall be shared with Licensee. If such accounting firm concludes that there was an overpayment of the Research Fees during any time period that is subject to the audit, SGI shall refund such overpayment within [***] of the date Licensee delivers to SGI such accounting firm’s written report so correctly concluding. The fees charged by such accounting firm shall be paid by [***]; provided, however, if the audit discloses that the Research Fees charged for the audited period are more than [***] of the Research Fees actually due for such period, then [***] shall pay the reasonable fees and expenses charged by such accounting firm. If such accounting firm concludes that the Research Fees paid were less than what was owed during such period, Licensee shall pay the amount of any underpayment within [***] of the date Licensee receives such accounting firm’s written report so concluding.