The Development Milestone Events are intended to be successive. If a Development Milestone Event is not achieved prior to the achievement of the next successive Development Milestone Event (such unachieved Development Milestone Event, the “Skipped Milestone Event,” and such next successive Development Milestone Event, the “Achieved Milestone Event”), then such Skipped Milestone Event shall be deemed to have been achieved upon the achievement of the Achieved Milestone Event. The Development Milestone Payment corresponding to a Skipped Milestone Event shall be due at the same time as the Development Milestone Payment corresponding to the Achieved Milestone Event.

If the Development milestone event described in clauses 7.3(a)(i) is not achieved, but the Development milestone event described in clause 7.3(a)(ii) is achieved, then such earlier skipped Milestone Payment will then be due and payable together with the Milestone Payment due for the achieved milestone event. ​ after the achievement of each Development milestone event, Betta will notify [[Agenus:Organization]] of such achievement. [[Agenus:Organization]] will invoice Betta for the Development Milestone Payment for each Development milestone event achieved following its receipt of such notice and Betta will make the Milestone Payment ​following receipt of such invoice.

“Development Milestone Payment” has the meaning set forth in [Section 6.1(b)] (Development Milestone Payment).

Development Milestones. From and after the Effective Date and until expiration of the Royalty Term, Acceleron will pay Fulcrum the amounts set forth in the table below (each, a “Development Milestone Payment”) within ​ following the first occurrence of each event described below (each, a “Development Milestone”) with regard to # the first Product to achieve such Development Milestone, and # the second Product to achieve such Development Milestone. For the avoidance of doubt, each Development Milestone Payment will be paid no more than once (if at all), and in no event will the aggregate Development Milestone Payments payable by Acceleron exceed Two Hundred Two Million Five Hundred Thousand Dollars ($202,500,000). For the avoidance of doubt, each Development Milestone Payment in each column in the table below will be payable by Acceleron once for the first Product to achieve such Development Milestone, regardless of the number of Products previously developed, or in development, by Acceleron as of the date of achievement of such Development Milestone. By way of example, in the event that a given Product first achieves Development Milestone ​ and the development of such Product is thereafter stalled or discontinued, the First Product Development Milestone Payment with respect to Development Milestone ​ shall be payable by Acceleron upon first achievement of Development Milestone ​ by any subsequent Product.

Events and Payments. Licensee will notify Licensor as soon as practicable upon (and in any event within ​ Business Days after) achievement of the applicable event listed in Table 5.3.1 below (each, a “Development Milestone Event”) by Licensee or its Affiliate or Sublicensee. Subject to Section 4.6 (Priority Review Vouchers), no later than ​ after receipt of a written invoice from Licensor specifying the achieved Development Milestone Event and the corresponding milestone payment set forth in Table 5.3.1 below (each a “Development Milestone Payment”), Licensee shall pay to Licensor such Development Milestone Payment. For clarity, each Development Milestone Payment will be made only once for the first time that the applicable Development Milestone Event is achieved, regardless of how many Licensed Products may achieve such Development Milestone Event, or how many times a particular Licensed Product may achieve such Development Milestone Event.

If either Party achieves any of the Development and Filing Milestones for a particular Licensed Product in an Indication but without the prior achievement of any corresponding earlier listed Development and Filing Milestone for such Licensed Product in such Indication, then GSK will pay to ITEOS the applicable Development and Filing Milestone Payment to be made with respect to such earlier Development and Filing Milestone for such Licensed Product at the same time as GSK pays the applicable Development and Filing Milestone Payment due upon achievement of such later Development and Filing Milestone. Solely by way of example, if Development and Filing Milestone # in Table 8.4 above has not been achieved by a Licensed Product in an Indication at the time Development and Filing Milestone # in Table 8.4 above is achieved for a Licensed Product in such Indication, then GSK will pay to ITEOS the Development and Filing Milestone Payment to be made with respect to such Development and Filing Milestone # at the same time as GSK pays the Development and Filing Milestone Payment due upon achievement of such Development and Filing Milestone (2).

Each Development and Regulatory Milestone Payment set forth above shall be payable only once for the first occurrence of the specified milestone event for each Program, regardless of the number of Licensed Products that achieve the applicable milestone event with respect to such Program, and in no event will the Development and Regulatory Milestone Payments set forth in this Section 6.4 exceed […​…] per Program. In the event that Development and Regulatory Milestone number […​…] is skipped, it will be payable at the next milestone event (that is, achievement of Development and Regulatory Milestone number […​…]). For clarity, if a Development and Regulatory Milestone Payment is made with respect to a milestone event for a Program and subsequently there is […​…], then the achievement of such milestone event with respect to such […​…] shall not trigger another Development and Regulatory Milestone Payment.

Kite will notify Sangamo within ​ days after achievement of each development milestone event. After receipt of notice of achievement of such development milestone event, Sangamo shall submit an invoice to Kite for the corresponding development milestone payment. Kite will pay to Sangamo the corresponding milestone payment set forth in the table above within ​ days of its receipt of such invoice.

For the avoidance of doubt, # each Development Milestone Payment shall be payable on the first occurrence of the corresponding Development Milestone Event for a Product, whether such Development Milestone Event is achieved through the Development of a Product as a Monotherapy or a Combination Therapy involving the Product, and # none of the Development Milestone Payments shall be payable more than once, other than ​.

Development and Regulatory Milestones. As partial consideration for the exclusive rights and covenants granted by Poseida to Takeda pursuant to this Agreement, Takeda shall make non-refundable, non-creditable milestone payments (each, a “Development and Regulatory Milestone Payment”) to Poseida upon achievement of the milestones set forth below (each, a “Development and Regulatory Milestone”) on a Program-by-Program basis. Takeda will notify Poseida of the achievement of each Development and Regulatory Milestone no later than […​…] after Takeda becoming aware of the achievement thereof. Thereafter, Poseida will provide Takeda with an invoice for the corresponding Development and Regulatory Milestone Payment, and Takeda will pay to Poseida such Development and Regulatory Milestone Payment no later than […​…] after receipt by Takeda thereof.