Commercial Milestone Payments. (a) As additional consideration for the License, Licensee will pay Penn the following commercial milestone payments (each, a “Commercial Milestone Payment”) upon the achievement of the corresponding milestone (each, a “Commercial Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee, or a combination of Licensee, Affiliate or Sublicensee, when aggregate worldwide Net Sales of a Licensed Product in […***…] first reaches the respective thresholds indicated below. Licensee shall promptly notify Penn in writing of the achievement of any such Commercial Milestone and Licensee shall pay Penn in full the corresponding Commercial Milestone Payment within […***…] of such achievement. For clarity, each Commercial Milestone Payment is non-refundable, is not an advance against royalties due to Penn or any other amounts due to Penn. Commercial Milestone Event […***…] […***…] Milestone Payment (U.S. dollars) Worldwide annual Net Sales of royalty bearing Licensed Product first exceeding $[…***…] $[…***…] Worldwide annual Net Sales of royalty bearing Licensed Product first exceeding $[…***…] $[…***…] Worldwide annual Net Sales of royalty bearing Licensed Product first exceeding $[…***…] $[…***…]
(b) For clarity, the foregoing Commercial Milestone Payments shall be due […***…].
Commercial Milestone Payments. For each Licensed Product, Licensee shall pay Arvinas the following one-time milestone event payments when the aggregate Net Sales of such Licensed Product in one or more particular country(ies) for a given calendar year (“Annual Net Sales”), where such Licensed Product is a Valid Claim Licensed Product at the time of sale in each of such country(ies), first achieves the corresponding threshold as set forth in this Section 6.3.2 below, subject to the terms of this Section 6.3 and the payment provisions in Article 7 below:
(i) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$[**] [**]
(ii) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$[**] [**]
(iii) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$[**] [**]
(a) Deliverables Know-How Licensed Products. In lieu of the amounts set forth in Section 6.3.2 above, Licensee shall pay Arvinas [**] percent ([**]%) of the relevant one-time milestone event payment under Section 6.3.2 above if the corresponding milestone event (but for clarity without the requirement that it be achieved by only Annual Net Sales of Valid Claim Licensed Products) is first achieved when Annual Net Sales of a Licensed Product in one or more particular country(ies), where such Licensed Product is a Deliverables Know-How Licensed Product at the time of sale in each of such country(ies), subject to the terms of this Section 6.3 and the payment provisions in Article 7 below. If a milestone event under Section 6.3.2 above was first achieved by a Deliverables Know-How Licensed Product and the corresponding milestone event payment was made in accordance with this Section 6.3.2(a), then subsequently, Annual Net Sales of the same Licensed Product in one or more particular country(ies), where such Licensed Product is a Valid Claim Licensed Product at the time of sale in each such country(ies), achieves the corresponding threshold as set forth in this Section 6.3.2 above, then Licensee shall pay Arvinas an additional [**] percent ([**]%) of the relevant one-time milestone event payment under Section 6.3.2 above.
Commercial Milestone Payments. KHK shall pay to DICERNA the following non-refundable, non-creditable milestone payments within [***] from the occurrence of the following events with respect to Licensed Products for any Program Target; provided, that, if DICERNA exercises a Co-Promotion Option with respect to a Co-Promoted Product, the Net Sales attributable to the Co-Promoted Product in the Co-Promotion Territory shall not be counted for purposes of determining Annual Net Sales for the following milestone events for such Co-Promoted Product: [***] US$ [*** ] [***] US$ [*** ] [***] US$ [*** ] TOTAL US$ [*** ]
Commercial Milestone Payments. Green Cross shall pay to MacroGenics the Net Sales milestone payments set forth below, which shall be due and payable within *** after the end of the first Calendar Year during which such milestone is triggered.
(a) First occurrence of aggregate Net Sales for a period of *** of all Products in the Territory *** ***.
(b) First occurrence of aggregate Net Sales for a period of *** of all Products in the Territory exceeding ***
Commercial Milestone Payments. Strata shall pay to Micrologix, as additional licensing fees, the following one-time, non-refundable milestone payments within [***] following the end of the calendar quarter in which the relevant commercial milestone is achieved. [***]
Commercial Milestone Payments a. The Sandoz Parties shall pay Momenta the following milestone payments (the "FULL MILESTONE PAYMENTS") (as shall be adjusted pursuant to SCHEDULE 4.3, the "COMMERCIAL MILESTONE PAYMENTS"); PROVIDED THAT each such milestone payment shall be payable only if (i) Sandoz has sold the Product during the twelve (12) months immediately preceding the events described below, or Sandoz's failure to sell the Product during such period is a breach of this Agreement, and (ii) as of each anniversary described below, there is [**] in the U.S. Territory:
b. Each Commercial Milestone Payment shall be made within forty-five (45) days after the end of the applicable Post-Launch Quarter in which the Milestone Event referenced in the above table occurs; PROVIDED, HOWEVER, that if any Milestone Event occurs prior to Final Legal Clearance, the applicable Commercial Milestone Payment for such Milestone Event shall be made within forty-five (45) days after the end of the Post-Launch Quarter in which Final Legal Clearance occurs. For purposes of this Agreement, each such Post-Launch Quarter when a Commercial Milestone Payment is actually made shall be a "MILESTONE PAYMENT QUARTER". For example, if Final Legal Clearance occurs midway between the [**] and [**] anniversary of U.S. Launch, the first two (2) Commercial Milestone Payments shall be due 45 days after the end of the Post-Launch Quarter in which Final Legal Clearance occurs. For the avoidance of doubt, if Final Legal Clearance does not occur during the Term, no Commercial Milestone Payment(s) shall be due to Momenta. EXECUTION COPY
Commercial Milestone Payments. Apollo shall pay to VistaGen the following commercial milestone payments listed in the tables below after achievement of [*****] commercial milestone event. Apollo shall provide VistaGen with written notice and such milestone payment within [*****] after the end of the Calendar Year in which the applicable milestone event was achieved. Each such milestone payment shall be payable only once. For the avoidance of doubt, in no event shall Apollo be required to pay VistaGen more than an aggregate of Twenty-Nine Million U.S. dollars ($29,000,000) in commercial milestone payments under this Section 4.1(i).
Commercial Milestone Payments. (a) As additional consideration for the License, Licensee will pay Penn the following commercial milestone payments (each, a “Commercial Milestone Payment”) upon the achievement by Licensee or an Affiliate or Sublicensee of the corresponding milestone (each, a “Commercial Milestone”), that is, when its worldwide Net Sales of a Licensed Product in a Calendar Year first reach the respective thresholds indicated below. Licensee shall promptly notify Penn in writing of the achievement of any such Commercial Milestone and Licensee shall pay Penn in full the corresponding Commercial Milestone Payment within [*] of such achievement. For clarity, [*]. Worldwide annual Net Sales of royalty bearing Licensed Product equals or exceeds [*] [*] Worldwide annual Net Sales of royalty bearing Licensed Product equals or exceeds [*] [*] Worldwide annual Net Sales of royalty bearing Licensed Product equals or exceeds [*] [*]
(b) For clarity, the foregoing Commercial Milestone Payments shall be due once per Licensed Product.
Commercial Milestone Payments. (a) As additional consideration for the License, Licensee will pay Penn the following commercial milestone payments (each, a “Commercial Milestone Payment”) upon the achievement of the corresponding milestone (each, a “Commercial Milestone”), whether achieved by Licensee or an Affiliate or Sublicensee, or a combination of Licensee, Affiliate or Sublicensee, when cumulative worldwide Net Sales of Licensed Product(s) for an Indication reach the respective thresholds indicated below. Licensee shall notify Penn in writing of the achievement of any such Commercial Milestone within [***] following [***] in which such Commercial Milestone is achieved and Licensee shall pay Penn in full the corresponding Commercial Milestone Payment together with such notice. For clarity, each Commercial Milestone Payment is non-refundable, non-creditable and is not an advance against Royalties due to Penn or any other amounts due to Penn. Cumulative Net Sales of Licensed Product for an Indication reaches [***] [***] Cumulative Net Sales of Licensed Product for an Indication reaches [***] [***] Cumulative Net Sales for Licensed Product for an Indication reaches [***] [***] Total Commercial Milestone Payments to Penn for each Indication [***]
Commercial Milestone Payments. Anchiano will make each of the following one-time Commercial Milestone Payments indicated below to ADT once for Products when annual worldwide Net Sales of all such Products in the Territory in a given Calendar Year first reach the dollar values indicated below during the Term. If more than one Milestone Event for a given Product is achieved in the same Calendar Year, all Milestone Payments that are included in the achievement of such Milestone Event that have not been previously paid shall become due.
