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Biotech / Medical : Cadus Pharmaceutical Corp. (KDUS) -- Ignore unavailable to you. Want to Upgrade?

To: scaram(o)uche who wrote (588)	10/9/2001 7:56:25 PM
From: scaram(o)uche	Read Replies (1) \| Respond to of 1833

I was wrong. Initiation of a phase I trial by Solvay will not trigger a milestone payment...... PLEASE SEE BELOW!!!!! I was wrong, initiation of a phase I trial by Solvay will not trigger a milestone payment. 7.8. Royalties and Milestone Payments. Seller shall pay to Buyer (a) milestone payments of up to $3 million in the aggregate with respect to the first pharmaceutical product developed by Buyer under the GPCR Directed Chemistry Program (the "Initial GPCR Product") and under the Solvay Agreement (the "Initial Solvay Product"), and (b) royalties on either the Initial GPCR Product or the Initial Solvay Product, whichever is commercialized first. The following milestones shall be paid upon the occurrence, if ever, of the following events: (A) $1 million upon Buyer's execution of an agreement with a third party collaborator for the development and commercialization of the Initial GPCR Product (the "First GPCR Event"), (B) $2 million upon commencement of Phase III clinical trials of the Initial GPCR Product, (C) $1 million upon commencement of Phase III clinical trials of the Initial Solvay 31 <PAGE> 33 Product (the "First Solvay Event"), and (D) $2 million upon the first sale of the Initial Solvay Product in any of United States, Canada, Great Britain, Japan, France, Germany, Italy and others; provided, however, in no event shall Seller be entitled to more than $3 million in the aggregate in milestone payments. For example, if Seller has received the $1 million upon the First GPCR Event and $1 million upon the First Solvay Event, then upon the next milestone to occur, Seller shall only be entitled to a payment of $1 million. In addition to the milestone payments, Seller shall be entitled to a ** royalty on net sales (as such term is defined in the applicable agreement or as otherwise negotiated in good faith by Buyer or a licensee thereof) of either the Initial GPCR Product or the Initial Solvay Product, whichever is first commercialized. Any royalty payments due from Buyer to Seller shall be paid within 60 days after the end of each calendar quarter during which the royalty payment accrued. Each such payment shall be accompanied by a statement indicating the net sales during such quarterly period and the amount of royalty due. Seller shall have the right, through an independent accountant, to examine books and records relating to or relevant to the computations of net sales at any reasonable time during business hours after notifying Buyer of its desire to do so. Such examination shall be conducted no more often than once each year.