|
Table 3B
|
|||||
|
|
Development Milestone Events for the HBV Program
|
|
Milestone Payment 1st Indication
|
|
Milestone Payment 2nd Indication
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
Initiation of a Phase 1 Trial with the HBV LICA DC
|
|
$1,500,000 (already paid)
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
Initiation of a Phase 3 Trial
|
|
$15,000,000 (already paid)
|
|
[***]
|
|
|
Acceptance for review of first NDA Filing (or its foreign equivalent) in a Major Country†
|
|
$15,000,000 (achieved but not paid as of the Amendment No. 9 Effective Date)
|
|
[***]
|
|
|
Acceptance for review of a second NDA Filing (or its foreign equivalent) in a Major Country†
|
|
$15,000,000 (achieved but not paid as of the Amendment No. 9 Effective Date)
|
|
[***]
|
|
|
Approval by the applicable Regulatory Authority in a Major Country (other than China)
|
|
$35,000,000
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
[***]
|
|
[***]
|
|
[***]
|
|
|
Total Development Milestone Payments for the HBV Program
|
|
[***]
|
|
[***]
|
| Table 4C | ||||
| Sales Milestones for each Licensed Product that includes the HBV Lead Compound | Milestone Payment | |||
| [***] in worldwide Annual Net Sales | [***] | |||
| [***] in worldwide Annual Net Sales | [***] | |||
| [***] in worldwide Annual Net Sales | [***] | |||
| Annual Net Sales in China, Hong Kong and Macau exceed [***] in the aggregate (the “[***] China Net Sales Milestone”) | [***] | |||
| Annual Net Sales in China, Hong Kong and Macau exceed [***] in the aggregate (the “[***] China Net Sales Milestone”) | [***] | |||
| Total Sales Milestone Payments for the Licensed Products that include the HBV Lead Compound | [***] | |||
|
Table 5C
|
|||
|
|
Worldwide (excluding China, Hong
Kong and Macau) Annual Net Sales of each Licensed Product that includes the
HBV Lead Compound
|
|
Royalty Rate
|
|
|
For the portion up to and including [***]
|
|
[***]%
|
|
|
For the portion above [***] and up to and including [***]
|
|
[***]%
|
|
|
For the portion above [***]
|
|
[***]%
|
|
IONIS PHARMACEUTICALS, INC.
|
||
|
By:
|
/s/ Brett Monia
|
|
|
Name:
|
Brett Monia
|
|
|
Title:
|
CEO
|
|
GLAXO GROUP LIMITED
|
||
|
By:
|
/s/ Adam Walker
|
|
|
Name:
|
Adam Walker
|
|
|
Title:
|
Director
|
|
GLAXOSMITHKLINE INTELLECTUAL
PROPERTY DEVELOPMENT LIMITED
|
||
|
By:
|
/s/ Darren Barnett
|
|
|
Name:
|
Darren Barnett
|