Second Indication Milestones Clause Samples
Second Indication Milestones. In partial consideration of the rights and licenses granted by ICAgen to YAMANOUCHI under this Agreement, YAMANOUCHI shall pay ICAgen each of the following milestone payments upon the first occurrence of each event set forth below with respect to any Clinical Compound or Product based thereon that YAMANOUCHI elects to develop and commercialize pursuant to Section 2.12 and that is not developed or intended to be developed for the same indication as the Clinical Compound or Product based thereon for which the corresponding milestone payment was made pursuant to Section 6.2(b) and with which YAMANOUCHI, a YAMANOUCHI Affiliate or a YAMANOUCHI Sublicensee achieves such milestone; provided that each of the following milestone payments shall be payable only with respect to one Clinical Compound or Product based thereon:
(i) $[**] upon [**];
(ii) $[**] upon [**];
(iii) $[**] upon [**];
(iv) $[**] upon [**]);
(v) $[**] upon [**];
(vi) $[**] upon [**];
(vii) $[**] upon[**]; and
(viii) $[**] upon [**].
Second Indication Milestones. Terns shall pay Lilly the following Development milestones based upon events described in the below table for the second indication (but not for any further indications) of a Covered Product Developed by Terns under this Agreement to achieve each such milestone. Also, in the event Terns terminates Development of a Covered Product (i.e., a 1st generation Covered Product) and Develops a replacement Covered Product (i.e., a 2nd generation Covered Product), any milestones paid for the Development of the terminated Covered Product shall be credited to the replacement Covered Product, such that Terns shall not be required to pay any milestones for the replacement Covered Product that have already been paid for the terminated Covered Product. All amounts are shown in U.S. Dollars. The maximum amount of Development milestones Terns may be obligated to pay Lilly under this Article 7.3(b) for any one Covered Product and its replacement Covered Product (if any) is US$30,000,000, and in no event shall Terns be obligated to pay Development milestones under this Article 7.3(b) for any one Covered Product and its replacement Covered Product (if any) in excess thereof. [***] [***] [***] [***] [***] [***] [***] [***]
Second Indication Milestones. In addition to the First Indication Milestones described above, if any Product is approved for a second Indication and such Product achieves annual Net Sales in the Territory in excess of [ ]* (the "Second Indication Sales Threshold"), then the following amounts will be payable by MSD to NEUROGEN within thirty (30) days following the later of (x) the achievement of the Second Indication Sales Threshold or (y) achievement of the event specified below:
(A) Upon the Regulatory Approval of a second Indication in the US - [ ]*;
(B) Upon the Regulatory Approval of a second Indication in the EU if approval is sought via the centralized filing procedure - [ ]*; or, if approved independently by countries in the EU, [ ]* for NDA Approval in each of the United Kingdom, France, Germany, Italy and Spain; and
(C) Upon the Regulatory Approval of a second Indication in Japan - [ ]*.