Common use of Commercial Milestone Payments Clause in Contracts

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. 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:: Commercial Milestone Event Milestone Event Payment (US$) (i) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$[**] [**] (ii) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$[**] [**] (iii) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$[**] [**]] Total Potential Commercial Milestone Event Payments: $60,000,000 (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. (b) One-Time Payment. Except as expressly provided under Section 6.3.2(a), each commercial milestone event payment by Licensee to Arvinas under this Section 6.3.2 shall be payable no more than once for a given Licensed Product. In no event shall the total amount to be paid by Licensee under this Section 6.3.2 for the achievement of commercial milestone events exceed Sixty Million U.S. dollars (US$60,000,000) for any given Licensed Product. For clarity, to the extent more than one commercial milestone event is achieved in a given calendar year for any given Licensed Product, then each applicable milestone event payment for each such achievement shall be due and owing in such calendar year.

Commercial Milestone Payments. For each Licensed ProductSubject to the remainder of this Section 8.5, Licensee Sana shall pay Arvinas to Beam the following one-time milestone event payments set forth in the table below when the annual aggregate Net Sales of such each Licensed Product in one or more particular country(ies) for first reach the values indicated below (each, a given calendar year (“Annual Net SalesCommercial Milestone Event”); provided, where such Licensed Product is a Valid Claim Licensed Product at however, that that in the time event that [***], Sana shall, in lieu of sale in each of such country(ies), first achieves the corresponding threshold as amount set forth in this Section 6.3.2 the “Milestone Payment A” column in the table below, subject instead pay to Beam the terms applicable milestone payment set forth in the “Milestone Payment B” column of this Section 6.3 and the payment provisions in Article 7 table below: (i) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$. 1.Exceed [***] [**] (ii) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$*] [***] 2.Exceed [***] [**] (iii) Annual Net Sales of a Valid Claim Licensed Product equals or exceeds US$[**] [**]*] ACTIVEUS 188080012v.21 (a) Deliverables KnowEach sales milestone payment in this Section 8.5 will be non-How refundable, non-creditable and (i) will be payable only once for each Licensed Products. In lieu Product, regardless of the amounts set forth number of times that such Commercial Milestone Event is achieved by such Licensed Product, and (ii) will not be payable (A) with respect to a subsequent achievement of the same Commercial Milestone Event by a Licensed Product that is a replacement for another Licensed Product, the commercialization of which has been discontinued after achievement of such same Milestone Event; (B) with respect to a subsequent achievement of the same Commercial Milestone Event by any back-up Licensed Product that is a Related Product to a first Licensed Product that has already achieved such same Commercial Milestone Event; and (C) with respect to a subsequent achievement of the same Commercial Milestone Event by a Licensed Product that differs from a first Licensed Product that has achieved such same Commercial Milestone Event only by virtue of such subsequent Licensed Product’s being a different dosage strength or formulation of or using a different delivery system than such first Licensed Product. For clarity, regardless of the number of Licensed Products that achieve any Commercial Milestone Event, in no event shall Sana pay Beam pursuant to this Section 6.3.2 above, Licensee shall pay Arvinas 8.5 more than $[***] percent with respect to each Licensed Product. (b) The milestone payments in this Section 8.5 shall be additive, such that if more than one Commercial Milestone Event specified above is achieved in the same Calendar Year, then the milestone payments for all such milestone events so achieved shall be payable in the same Calendar Year in accordance with Section 8.5(c). (c) As part of the Calendar Quarterly royalty report in Section 8.7(d), Sana shall notify Beam if the aggregate annual Net Sales of any Licensed Product first reached a value set forth above during the Calendar Quarter to which such report pertains. Sana shall pay to Beam the applicable sales milestone payments within [**]%) *] days after the conclusion of the relevant one-time milestone event payment under Section 6.3.2 above if Calendar Quarter in which the corresponding milestone event (but for clarity without the requirement that it be achieved by only Annual Net Sales of Valid Claim Licensed Products) applicable Commercial Milestone Event 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 aboveachieved.