Common use of Research Milestones Clause in Contracts

Research Milestones. (a) As additional consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration in accordance with this Agreement, Atara will pay to Institute the research milestone payments (each, a “Research Milestone Payment”) set forth in the table below for each Allogeneic CTL Product and/or Autologous Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Research Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such Research Milestone shall promptly notify the other Party in writing of the achievement of any such Research Milestone and Atara shall pay Institute in full the corresponding Research Milestone Payment within [ * ] of such achievement. For clarity, each Research Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, and each Research Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. *Milestone payable only once with respect to each Allogeneic Licensed Product to achieve such Milestone. **Milestone payable once for each Allogeneic CTL Product and for each Autologous CTL Product to achieve such Research Milestone. (b) As consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration with respect to the Institute [ * ] Programs in accordance with this Agreement, Atara will pay to Institute: (i) a fixed fee of two million five hundred thousand dollars ($2,500,000) within fifteen (15) business days following the Execution Date (which fee is non-refundable and non-creditable against any other amounts due under this Agreement), and (ii) the following milestone payments with respect to research and development activities conducted under the [ * ] Programs (each, a “[ * ] Milestone Payment”) set forth in the table below for each [ * ] to achieve the corresponding milestone (each, a “[ * ] Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such [ * ] Milestone shall promptly notify the other Party in writing of the achievement of any such [ * ] Milestone and Atara shall pay Institute in full the corresponding [ * ] Milestone Payment within [ * ] days of such achievement. For clarity, each [ * ] Program Milestone Payment is payable once only for the [ * ] and once only for the [ * ] to reach the applicable milestone event, and each [ * ] Program Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. (c) Unless a Research Milestone Payment or [ * ] Program Milestone Payment is specified as payable for more than one Indication in the tables in (a) and (b) above respectively, each Research Milestone Payment and [ * ] Program Milestone Payment will be payable by Atara only once, following the first time a given CTL Product or [ * ], as applicable, developed under this Agreement achieves the specified Research Milestone or [ * ] Milestone. For example, with respect to the Research Milestone Payments, Research Milestone 2 in the table above shall be payable for a given Allogeneic CTL Product upon the first dosing of a patient in a Phase II Clinical Trial in for treatment of [ * ], but shall not be payable for such Allogeneic CTL Product for any subsequent Phase II Clinical Trial in [ * ] (in any country), or for NPC (in any country). (d) Each time a Research Milestone or [ * ] Milestone (as applicable) is achieved, then any other Research Milestone Payments with respect to earlier Research Milestones or [ * ] Program Milestone Payments with respect to earlier [ * ] Milestones that have not yet been paid will be due and payable together with the Research Milestone Payment for the Research Milestone, or [ * ] Program Milestone Payments for the [ * ] Milestone, as applicable, that is actually achieved. (e) If Atara exercises the Option (as defined in the License Agreement), and with respect to a given CTL Product developed or commercialized under this Agreement or the License Agreement and a given Indication, elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) following the decision to progress development and commercialization of such Autologous CTL Product, Atara shall owe all subsequent Research Milestone Payments due for such Autologous CTL Product, and (ii) subsection (c) shall apply solely with respect to any Research Milestone Payments that are applicable to both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product.

Research Milestones. (a) As additional consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration in accordance with this Agreement, Atara has paid, or will pay to Institute the research milestone payments (each, a “Research Milestone Payment”) set forth in the table below for each Allogeneic CTL Product and/or Autologous CTL Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Research Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such Research Milestone shall promptly notify the other Party in writing of the achievement of any such Research Milestone and Atara shall pay Institute in full the corresponding Research Milestone Payment within [ * [***] of such achievement. For clarity, each Research Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, and each Research Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. The Parties acknowledge and agree that as of the Execution Date, Xxxxx has paid the Research Milestone Payment for First Dosing in a Human Subject for a CTL Product Specifically Directed to EBV for a first Allogeneic CTL Product. *Milestone payable only once with respect to each Allogeneic Licensed Product to achieve such Milestone. **Milestone payable once for each Allogeneic CTL Product and for each Autologous CTL Product to achieve such Research Milestone. (b) As consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration with respect to the Institute [ * [***] Programs in accordance with this Agreement, Atara will pay to InstituteAtara: (i) paid to Institute a fixed fee of two million five hundred thousand dollars ($2,500,000) within fifteen (15) business days following the Execution Original Effective Date (which fee is non-refundable and non-creditable against any other amounts due under this Agreement), and (ii) will pay to Institute the following milestone payments with respect to research and development activities conducted under the [ * [***] Programs Program (each, a “[ * [***] Milestone Payment”) set forth in the table below for each [ * [***] to achieve the corresponding milestone (each, a “[ * [***] Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such [ * [***] Milestone shall promptly notify the other Party in writing of the achievement of any such [ * [***] Milestone and Atara shall pay Institute in full the corresponding [ * [***] Milestone Payment within [ * ] thirty (30) days of such achievement. For clarity, each [ * ] Program [***]Milestone Payment is payable once only for the [ * ] and once only for the [ * first [***] to reach the applicable milestone event, and each [ * [***] Program Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. (c) Unless a Research Milestone Payment or [ * [***] Program Milestone Payment is specified as payable for more than one Indication in the tables in (a) and (b) above respectively, each Research Milestone Payment and [ * [***] Program Milestone Payment will be payable by Atara only once, following the first time a given CTL Product or [ * [***], as applicable, developed under this Agreement achieves the specified Research Milestone or [ * [***] Milestone. For example, with respect to the Research Milestone Payments, Research Milestone 2 in the table above shall be payable for a given Allogeneic CTL Product upon the first dosing of a patient in a Phase II Clinical Trial in for treatment of [ * [***], but shall not be payable for such Allogeneic CTL Product for any subsequent Phase II Clinical Trial in [ * ] (in any country), or for NPC (in any country)[***]. (d) Each time a Research Milestone or [ * [***] Milestone (as applicable) is achieved, then any other Research Milestone Payments with respect to earlier Research Milestones or [ * [***] Program Milestone Payments with respect to earlier [ * [***] Milestones that have not yet been paid will be due and payable together with the Research Milestone Payment for the Research Milestone, or [ * [***] Program Milestone Payments for the [ * [***] Milestone, as applicable, that is actually achieved. (e) If Atara exercises the Option (as defined in the License Agreement)If, and with respect to a given CTL Product developed or commercialized under this Agreement or the License Agreement and a given Indication, Atara elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) following the decision to progress development and commercialization of such Autologous CTL Product, Atara shall owe all subsequent Research Milestone Payments due for such Autologous CTL Product, and (ii) subsection (c) shall apply solely with respect to any Research Milestone Payments that are applicable to both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product.

Research Milestones. (a) As additional consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration in accordance with this Agreement, Atara has paid, or will pay to Institute the research milestone payments (each, a “Research Milestone Payment”) set forth in the table below for each Allogeneic CTL Product and/or Autologous CTL Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Research Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such Research Milestone shall promptly notify the other Party in writing of the achievement of any such Research Milestone and Atara shall pay Institute in full the corresponding Research Milestone Payment within [ * [***] of such achievement. For clarity, each Research Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, and each Research Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. The Parties acknowledge and agree that as of the Execution Date, Atara has paid the Research Milestone Payment for First Dosing in a Human Subject for a CTL Product Specifically Directed to EBV for a first Allogeneic CTL Product. 9746176_1.docx *Milestone payable only once with respect to each Allogeneic Licensed Product to achieve such Milestone. **Milestone payable once for each Allogeneic CTL Product and for each Autologous CTL Product to achieve such Research Milestone. (b) As consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration with respect to the Institute [ * [***] Programs in accordance with this Agreement, Atara will pay to InstituteAtara: (i) paid to Institute a fixed fee of two million five hundred thousand dollars ($2,500,000) within fifteen (15) business days following the Execution Original Effective Date (which fee is non-refundable and non-creditable against any other amounts due under this Agreement), and (ii) will pay to Institute the following milestone payments with respect to research and development activities conducted under the [ * [***] Programs Program (each, a “[ * [***] Milestone Payment”) set forth in the table below for each [ * [***] to achieve the corresponding milestone (each, a “[ * [***] Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such [ * [***] Milestone shall promptly notify the other Party in writing of the achievement of any such [ * [***] Milestone and Atara shall pay Institute in full the corresponding [ * [***] Milestone Payment within [ * ] thirty (30) days of such achievement. For clarity, each [ * [***] Program Milestone Payment is payable once only for the [ * ] and once only for the [ * first [***] to reach the applicable milestone event, and each [ * [***] Program Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute.. 9746176_1.docx (c) Unless a Research Milestone Payment or [ * [***] Program Milestone Payment is specified as payable for more than one Indication in the tables in (a) and (b) above respectively, each Research Milestone Payment and [ * [***] Program Milestone Payment will be payable by Atara only once, following the first time a given CTL Product or [ * [***], as applicable, developed under this Agreement achieves the specified Research Milestone or [ * [***] Milestone. For example, with respect to the Research Milestone Payments, Research Milestone 2 in the table above shall be payable for a given Allogeneic CTL Product upon the first dosing of a patient in a Phase II Clinical Trial in for treatment of [ * [***], but shall not be payable for such Allogeneic CTL Product for any subsequent Phase II Clinical Trial in [ * ] gastric cancer, MS (in any country), or for NPC [***] (in any country[***]). (d) Each time a Research Milestone or [ * [***] Milestone (as applicable) is achieved, then any other Research Milestone Payments with respect to earlier Research Milestones or [ * [***] Program Milestone Payments with respect to earlier [ * [***] Milestones that have not yet been paid will be due and payable together with the Research Milestone Payment for the Research Milestone, or [ * [***] Program Milestone Payments for the [ * [***] Milestone, as applicable, that is actually achieved. (e) If Atara exercises the Option (as defined in the License Agreement)If, and with respect to a given CTL Product developed or commercialized under this Agreement or the License Agreement and a given Indication, Atara elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) following the decision to progress development and commercialization of such Autologous CTL Product, Atara shall owe all subsequent Research Milestone Payments due for such Autologous CTL Product, and (ii) subsection (c) shall apply solely with respect to any Research Milestone Payments that are applicable to both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product.

Research Milestones. (a) As additional consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration in accordance with this Agreement, Atara has paid, or will pay to Institute the research milestone payments (each, a “Research Milestone Payment”) set forth in the table below for each Allogeneic CTL Product and/or Autologous CTL Product (as applicable pursuant to the table set forth below) to achieve the corresponding milestone (each, a “Research Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such Research Milestone shall promptly notify the other Party in writing of the achievement of any such Research Milestone and Atara shall pay Institute in full the corresponding Research Milestone Payment within [ * ] of such achievement. For clarity, each Research Milestone Payment is payable once only for each Allogeneic CTL Product and once for each Autologous CTL Product, and each Research Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. The Parties acknowledge and agree that as of the Execution Date, Atara has paid the Research Milestone Payment for First Dosing in a Human Subject for a CTL Product Specifically Directed to EBV for a first Allogeneic CTL Product. *Milestone payable only once with respect to each Allogeneic Licensed Product to achieve such Milestone. [*]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. **Milestone payable once for each Allogeneic CTL Product and for each Autologous CTL Product to achieve such Research Milestone. (b) As consideration for Institute entering into this Agreement and diligently progressing the activities under the Research Collaboration with respect to the Institute [ * ] [ * ] Programs in accordance with this Agreement, Atara will pay to InstituteAtara: (i) paid to Institute a fixed fee of two million five hundred thousand dollars ($2,500,000) within fifteen (15) business days following the Execution Original Effective Date (which fee is non-refundable and non-creditable against any other amounts due under this Agreement), and (ii) will pay to Institute the following milestone payments with respect to research and development activities conducted under the [ * ] Programs Program (each, a “[ * ] Milestone Payment”) set forth in the table below for each [ * ] to achieve the corresponding milestone (each, a “[ * ] Milestone”), whether achieved by Institute, Atara or an Affiliate or sublicensee of Atara. The Party achieving such [ * ] Milestone shall promptly notify the other Party in writing of the achievement of any such [ * ] Milestone and Atara shall pay Institute in full the corresponding [ * ] Milestone Payment within [ * ] thirty (30) days of such achievement. For clarity, each [ * ] Program Milestone Payment is payable once only for the [ * ] and once only for the first [ * ] to reach the applicable milestone event, and each [ * ] Program Milestone Payment is non-refundable, and is not an advance against royalties due to Institute or any other amounts due to Institute. (c) Unless a Research Milestone Payment or [ * ] Program Milestone Payment is specified as payable for more than one Indication in the tables in (a) and (b) above respectively, each Research Milestone Payment and [ * ] Program Milestone Payment will be payable by Atara only once, following the first time a given CTL Product or [ * ] [ * ], as applicable, developed under this Agreement achieves the specified Research Milestone or [ * ] Milestone. For example, with respect to the Research Milestone Payments, Research Milestone 2 in the table above shall be payable for a given Allogeneic CTL Product upon the first dosing of a patient in a Phase II Clinical Trial in for treatment of [ * ], but shall not be payable for such Allogeneic CTL Product for any subsequent Phase II Clinical Trial in [ * ] gastric cancer, MS (in any country), or for NPC [ * ] (in any country[ * ]). (d) Each time a Research Milestone or [ * ] Milestone (as applicable) is achieved, then any other Research Milestone Payments with respect to earlier Research Milestones or [ * ] Program Milestone Payments with respect to earlier [ * ] Milestones that have not yet been paid will be due and payable together with the Research Milestone Payment for the Research Milestone, or [ * ] Program Milestone Payments for the [ * ] Milestone, as applicable, that is actually achieved. [*]= Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (e) If Atara exercises the Option (as defined in the License Agreement)If, and with respect to a given CTL Product developed or commercialized under this Agreement or the License Agreement and a given Indication, Atara elects to progress the development and commercialization of an Autologous CTL Product in lieu of an Allogeneic CTL Product for such Indication, then (i) following the decision to progress development and commercialization of such Autologous CTL Product, Atara shall owe all subsequent Research Milestone Payments due for such Autologous CTL Product, and (ii) subsection (c) shall apply solely with respect to any Research Milestone Payments that are applicable to both Autologous CTL Products and Allogeneic CTL Products, and have not already been paid for the Allogeneic CTL Product.