Milestones. Loan Parties will comply with the milestones (the "Milestones") set forth in that certain interest rate letter dated as of the date hereof and delivered by U.S. Borrower to Administrative Agent (the "Interest Rate Letter"). Any failure by Loan Parties to comply with the Milestones will constitute an Event of Default under this Agreement, the Credit Agreement and the other Loan Documents.

Milestones. By entering into this Agreement as of the Effective Date, the Required DIP Noteholders waive any milestone events of default under the Final DIP Order and the Bidding Procedures Order relating to Sellers’ selection of this Agreement as the stalking horse purchase agreement.

Milestones. Surface shall pay to Harbour the applicable milestone payment listed in the table below for each Licensed Product after achievement of each milestone event. Surface shall provide Harbour with written notice and such milestone payment within ​ days after achieving each milestone. Each such milestone payment shall be payable only once for each Licensed Product.

Regulatory Milestones. In consideration of the rights granted by ​ to ​ hereunder for the Lead Compound and subject to the terms and conditions set forth in this Agreement, ​ shall pay to ​ a milestone payment within […​…] after the achievement of each of the following milestones, calculated as follows:

Sales Milestones. Denali shall pay to ​ a one-time milestone payment upon the first occurrence of the events listed in [(a) through (c)] below:

Diligence. The Continuing Party will use Commercially Reasonable Efforts to Develop and Commercialize such Reversion Product in the Territory in a timely and effective manner and in compliance in all material respects with Applicable Law and applicable codes of conduct; provided that, for purposes of this [Section 3.3(c)] only, the definition of “Commercially Reasonable Efforts” will apply to the Reversion Product (in place of Product thereunder) and the clause “in the pharmaceutical industry by a company” will be replaced by “the applicable Continuing Party” and, in addition, the Continuing Party will at all times have the sole discretion to cease permanently to Research, Develop and Commercialize such Reversion Product as provided above.

Diligence. Following the successful completion by ​ of the Initial Development Activities in accordance with the Initial Development Plan and Budget and ​ proceeding with the In-Licensing, ​ shall use Commercially Reasonable Efforts to obtain all Regulatory Approvals for the initial Licensed Product containing or comprising the Lead Compound for the Initial Indications in accordance with the applicable Development Plan.

Diligence. During the Term of this Agreement, Zai Lab shall use Commercially Reasonable Efforts to implement the Development Plan to Develop at least one (1) Product. Without limiting the generality of the foregoing, Zai Lab will use, and will cause its Affiliates, licensees and/or sublicensees to use Commercially Reasonable Efforts to Develop, Manufacture, seek Regulatory Approval and Marketing Authorization for, and following Regulatory Approval or Marketing Authorization to Commercialize FUGAN in China. Zai Lab will also use, and will cause its Affiliates, licensees and/or sublicensees to use, Commercially Reasonable Efforts to assess the feasibility to Develop, Manufacture, seek Regulatory Approval or Marketing Authorization for, and following Regulatory Approval or Marketing Authorization, to Commercialize GRAPE in the Territory and FUGAN in countries and regions other than China, provided that the foregoing shall not be construed as requiring ZAI to conduct any Development program with respect to GRAPE. ​.

Due Diligence. Provider acknowledges that Company is subject to various governmental and regulatory compliance requirements. Accordingly, Provider agrees that it shall, as reasonably requested by Company, provide information regarding Provider and its operations that will assist Company in its efforts to ensure compliance with various laws and regulations, including but not limited to Provider’s interaction with government officials and Provider’s data security controls and procedures.

Due Diligence. Administrative Agent shall have completed a due diligence investigation of Borrower and its Subsidiaries in scope, and with results, satisfactory to Administrative Agent, and shall have been given such access to the management, records, books of account, contracts, customer and supplier arrangements, and properties of Borrower and its Subsidiaries and shall have received such financial, business and other information regarding each of the foregoing Persons and businesses as it shall have requested. Administrative Agent shall have completed background checks on certain members of management, the results of which are reasonably satisfactory to Administrative Agent; and