Common use of Buy-Down Clause in Contracts

Buy-Down. Immediately upon payment by Celgene of the “Buy-Down Payment” (as defined in the ACE-011 Agreement) pursuant to the ACE-011 Agreement, the royalty payments to be paid by Celgene to Acceleron under Section 5.6.1 shall be replaced with the following royalty payments: (i) [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is less than or equal to [* * *]; (ii) [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is greater than [* * *] and less than or equal to [* * *]; and (iii) [* * *] of annual Net Sales in each region of the Territory during a Contract Year for that portion of the annual Net Sales in such region that is greater than [* * *]; provided that the applicable thresholds above will be determined on a region-by-region basis with each of the following areas of the Territory treated as one region: (x) North America and (y) the rest of the Territory. Any adjusted royalty payment made under this Section 5.6.3(a) shall be subject to reduction pursuant to Section 5.6.3(b) through Section 5.6.3(d).]