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20-F
MESOBLAST LTD filed this Form 20-F on 08/31/2018
Entire Document
 

 

ARTICLE 8
PAYMENTS

8.1Fees and Royalty.

8.1.1Upfront Fee.  **** after the Effective Date, Collaborator shall pay MSB the Upfront Fee set forth in the Product Memorandum.

8.1.2Milestones.  Collaborator shall pay to MSB the amounts set forth in the tables in the Product Memorandum (each, a “Milestone Payment”) upon the achievement of the corresponding milestone event for Product (each, a “Milestone Event”).The Milestone Payments set forth in this Section 8.1 shall each be due and payable to MSB **** the achievement of the corresponding Milestone Event set forth in the tables in the Product Memorandum.  Collaborator agrees to promptly notify MSB of its achievement of each Milestone Event.

8.1.3Royalty.  Beginning on the first commercial sale of Product and thereafter on a Product-by-Product basis until the earlier of (a) **** and (b) **** (with respect to such Product, the “Royalty Term”), provided that the Royalty Term for each Product shall not be less than through the end of the **** Annual Period following the first commercial sale of such Product for the Field in the Territory and shall not be extend beyond the end of the **** Annual Period following the first commercial sale of the Product in the Field in the Territory, Collaborator shall pay to MSB that percentage of Annual Net Sales set forth in the table in the Product Memorandum (the “Royalty”). **** after the end of any Quarterly Period for which Royalty is owed, Collaborator shall provide MSB with a good faith estimate of the Royalty owed for such Quarterly Period.  **** after the end of each Quarterly Period for which Royalty is owed, Collaborator shall deliver to MSB a report setting out in detail the information necessary to calculate the Royalty due, including the following information: (i) units of each of MPC-150-IM and MPC-25-IC sold during the relevant Quarterly Period; (ii) gross amounts invoiced upon sales of each of MPC-150-IM and MPC-25-IC during the relevant Quarterly Period; (iii) all relevant deductions or credits with respect such gross amounts invoiced used to calculate Net Sales of each of MPC-150-IM and MPC-25-IC during the relevant Quarterly Period; (iv) all relevant exchange rate conversions in accordance with Section 8.6; and (v) the Royalty due to MSB with respect to such Net Sales.

8.2Payment Method.  All payments due under this Agreement to MSB shall be made by bank wire transfer in immediately available funds to one or more accounts designated by MSB and shall be non-refundable and non-creditable.  All payments hereunder shall be made in Dollars.  Except as otherwise provided herein, all payments due to MSB under this Agreement shall be due and payable **** invoice from MSB.

 

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Confidential material omitted and filed separately with the Commission.



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