Common use of Commercial Milestones Clause in Contracts

Commercial Milestones. As partial consideration for the rights granted by Precision to TGTX hereunder with respect to the Licensed Product, TGTX shall pay to Precision the following milestone payments in the corresponding amount set forth in the right-hand column of the table immediately below (each, a “Commercial Milestone Payment”) upon the first achievement of each of the following milestone events in the left-hand column of the table immediately below by TGTX, its Affiliates or Sublicensees. For purposes of determining whether the Net Sales thresholds in the table below have been achieved, all Net Sales of all Licensed Products shall be aggregated globally for all sales made by TGTX or any of its Affiliates or its or their Sublicensees of all Licensed Product (regardless of indication), in any and all preparations, formulations, dosages, packaging or methods of administration thereof. [***] [***] [***] [***] [***] [***] [***] [***] TGTX shall promptly notify Precision in writing of the achievement of each Milestone Event set forth in the table above within [***] after the end of the Calendar Year in which such milestone has been achieved and shall make the corresponding milestone payment within [***] after receipt by TGTX of an invoice from Precision delivered after such achievement; provided, however, that, subject to Section 8.14, TGTX may elect, in its discretion, to pay any such milestone payment in (a) cash or (b) a combination of at least fifty percent (50%) cash and at most fifty percent (50%) TGTX Parent Consideration Shares that equal, in aggregate, the amount of such milestone payment. Achievement of each Milestone Event measured by Net Sales shall result in achievement of all Milestone Events measured by a lower amount of Net Sales. To clarify, each Milestone Payment shall be a one-time payment, and once paid by TGTX to Precision, TGTX shall have no further obligation to make additional payments for the same Milestone Event.

Commercial Milestones. As partial consideration for (a) Within [***] days after the rights granted by Precision to TGTX hereunder with respect to end of the first Pfizer Quarter in which aggregate Net Sales of all Licensed Product, TGTX shall pay to Precision the following milestone payments Products in the corresponding amount set forth Pfizer Territory (“Cumulative Net Sales XE "Cumulative Net Sales" \t "See 8.3(a)" ”) reach any threshold indicated in the right-hand column of the table immediately below (each, a “Commercial Sales Milestone PaymentEvent XE "Sales Milestone Event" \t "See 8.3" ”) upon ), Pfizer shall notify Sxxxx of the first achievement of each such Sales Milestone Event and Sxxxx shall invoice Pfizer for the corresponding non-refundable, non-creditable Milestone Payment set forth below and Pfizer shall remit payment to Sxxxx within [***] days of the following milestone events receipt of such invoice, as described in the left-hand column of the table immediately below by TGTX, its Affiliates or SublicenseesSection 8.5 (Currency; Exchange Rate; Payments). For purposes of determining whether the Net Sales thresholds in the table below have been achieved, all Net Sales of all Licensed Products shall be aggregated globally for all sales made by TGTX or any of its Affiliates or its or their Sublicensees of all Licensed Product [***] Dollars (regardless of indication), in any and all preparations, formulations, dosages, packaging or methods of administration thereof. $[***]) $[***] [***] Dollars ($[***]) $[***] [***] Dollars ($[***]) $[***] (b) For the purposes of determining whether a Sales Milestone Event has been achieved, Net Sales of all Licensed Products in the Pfizer Territory shall be aggregated. For clarity, the Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once for all Licensed Products, upon the first achievement of the applicable Milestone Event. (c) For the avoidance of doubt, if more than one Sales Milestone Event occurs in a single Pfizer Quarter, then the corresponding Milestones Payments for all such Sales Milestone Events shall be made with respect to such Pfizer Quarter. By way of example, (i) if Cumulative Net Sales exceeds both $[***] and $[***] thresholds during a single Pfizer Quarter, then the total Milestone Payment payable for such Pfizer Quarter would be $[***]and (ii) if Cumulative Net Sales exceeds the $[***], $[***] and $[***] TGTX shall promptly notify Precision in writing of thresholds during a single Pfizer Quarter, then the achievement of each Milestone Event set forth in the table above within Payment for such Pfizer Quarter would be $[***] after ]. (d) In the end of event that, notwithstanding the Calendar Year fact that Pfizer has not given such a notice, Sxxxx believes any such Milestone Event has occurred, it shall so notify Pfizer in which such milestone has been achieved writing and shall make the corresponding milestone payment within [***] after receipt by TGTX of an invoice from Precision delivered after such achievement; providedprovide to Pfizer data, however, that, documentation or other information that supports its belief. Any dispute under this Section 8.2(d) (Commercial Milestones) that relates to whether or not a Milestone Event has occurred shall be subject to resolution in accordance with Section 8.14, TGTX may elect, in its discretion, to pay any such milestone payment in 14.10 (a) cash or (b) a combination of at least fifty percent (50%) cash and at most fifty percent (50%) TGTX Parent Consideration Shares that equal, in aggregate, the amount of such milestone paymentDispute Resolution). Achievement of The Net Sales Milestone Payments made for each Milestone Event measured by Net Sales shall result in achievement of all Milestone Events measured by a lower amount of Net Sales. To clarify, each Milestone Payment shall be a onenon-time payment, creditable and once paid by TGTX to Precision, TGTX shall have no further obligation to make additional payments for the same Milestone Eventnon-refundable.

Commercial Milestones. As partial consideration for the rights granted by Precision to TGTX hereunder with respect to the Licensed Product, TGTX Buyer shall pay by wire transfer of immediately available funds to Precision an account or accounts designated in advance by Seller the following one-time, non-creditable, non-refundable milestone payments in the corresponding amount set forth in the right-hand column of the table immediately below payment (each, a “Commercial Milestone Payment,” and together with the Development Milestone Payments, the “Milestone Payments”) for each of the milestone events set forth in this Section 3.2(b) upon the first achievement of the applicable milestone regardless of the number of times such event is achieved (each, a “Commercial Milestone,” and together with the Development Milestones, the “Milestones”), whether the Commercial Milestone is achieved by Buyer or the Milestone Parties, or any Third Party acting on behalf of Buyer or the Milestone Parties. Payment for each of the following milestone events in the left-hand column of the table immediately below by TGTXCommercial Milestones shall be made only once, its Affiliates or Sublicensees. For purposes of determining whether the Net Sales thresholds in the table below have been achieved, all with respect to cumulative aggregate worldwide Net Sales of all Licensed Products shall be aggregated globally for all sales made by TGTX or any Products. The Commercial Milestone Payments are set forth below: (i) Upon achievement of its Affiliates or its or their Sublicensees of all Licensed Product (regardless of indication), in any and all preparations, formulations, dosages, packaging or methods of administration thereof. [***] ]; (ii) Upon achievement of [***] ]; (iii) Upon achievement of [***] ]; (iv) Upon achievement of the [***] ]; and (v) Upon achievement of the [***] [***] [***] [***] TGTX ]. Buyer shall promptly notify Precision in writing of the achievement of each Milestone Event set forth in the table above within provide Seller with written notice [***] after the end achievement of the Commercial Milestones in subclauses (i) and (ii), and with its Royalty Report (and estimated report described in Section 3.7(a) below) for the Calendar Year Quarter in which such milestone has been achieved and each of the Commercial Milestones in subclause [***] is achieved. The corresponding Commercial Milestone Payment shall make the corresponding milestone payment be made by Buyer to Seller (x) within [***] days after receipt by TGTX of an invoice from Precision delivered after such achievement; provided, however, that, subject to Section 8.14, TGTX may elect, in its discretion, to pay any such milestone payment in (a) cash or (b) a combination of at least fifty percent (50%) cash and at most fifty percent (50%) TGTX Parent Consideration Shares that equal, in aggregate, the amount of such milestone payment. Achievement achievement of each Commercial Milestone Event measured by Net Sales shall result in achievement of all Milestone Events measured by a lower amount of Net Sales. To clarify, each Milestone Payment shall be a one-time paymentsubclause (i) and (ii), and once paid by TGTX to Precision, TGTX shall have no further obligation to make additional payments (y) with Buyer’s payment of royalties for the same Milestone Eventapplicable Calendar Quarter for each of the Commercial Milestones in subclauses (iii) through (v).

Commercial Milestones. As partial consideration for the rights granted by Precision to TGTX hereunder with respect to the Licensed Product, TGTX shall pay to Precision (a) Curis will make the following one-time, non-refundable, non-creditable milestone payments in the corresponding amount set forth in the right-hand column of the table immediately below (each, each a “Commercial Milestone Payment”) upon to ImmuNext following the first achievement of each occurrence of the following corresponding milestone events in the left-hand column event (each a “Commercial Milestone Event”) with respect to Net Sales of the table immediately below Products by TGTXCuris, its Affiliates or and Sublicensees. For purposes of determining whether the Net Sales thresholds : First Calendar Year in the table below have been achieved, all which worldwide annual Net Sales of all Licensed Products shall be aggregated globally for all sales made by TGTX equal or any of its Affiliates or its or their Sublicensees of all Licensed Product (regardless of indication), in any and all preparations, formulations, dosages, packaging or methods of administration thereof. exceed $[***] [***] Cumulative Net Sales of Products first reach $[***] [***] Cumulative Net Sales of Products first reach $[***] [***] Cumulative Net Sales of Products first reach $[***] [**] Cumulative Net Sales of Products first reach $[**] TGTX shall promptly notify Precision [**] Cumulative Net Sales of Products first reach $[**] [**] (b) For the avoidance of doubt, each Commercial Milestone Payment will be payable to ImmuNext no more than one (1) time. Further, the Commercial Milestone Payments in writing of the achievement of each this Section 9.3.2 are additive, such that if more than one Commercial Milestone Event set forth specified above is achieved in the table above same Calendar Year, then the corresponding Commercial Milestone Payment for each such Commercial Milestone Event will be payable. (c) Curis shall notify ImmuNext within [***] after the end of the Calendar Year Quarter in which each Commercial Milestone Event is achieved of the occurrence of such milestone has been achieved Commercial Milestone Event and shall make pay to ImmuNext the corresponding milestone payment within [***] after receipt by TGTX the end of an invoice from Precision delivered after such achievement; provided, however, that, subject to Section 8.14, TGTX may elect, in its discretion, to pay any such milestone payment in (a) cash or (b) a combination of at least fifty percent (50%) cash and at most fifty percent (50%) TGTX Parent Consideration Shares that equal, in aggregate, the amount of such milestone payment. Achievement of each Milestone Event measured by Net Sales shall result in achievement of all Milestone Events measured by a lower amount of Net Sales. To clarify, each Milestone Payment shall be a one-time payment, and once paid by TGTX to Precision, TGTX shall have no further obligation to make additional payments for the same Milestone Eventrelevant Calendar Quarter.

Commercial Milestones. As partial consideration for the rights granted by Precision to TGTX Imugene hereunder with respect to the Licensed ProductProducts, TGTX Imugene shall pay to Precision the following milestone payments in the corresponding amount set forth in the right-hand column of the table immediately below (each, a “Commercial Milestone Payment”) upon the first achievement of each of the following milestone events in the left-hand column of the table immediately below by TGTXImugene, its Affiliates or Sublicensees. For purposes of determining whether the Net Sales thresholds in the table below have been achievedachieved for a Licensed Product, all Net Sales of all such Licensed Products Product shall be aggregated globally for all sales made by TGTX Imugene or any of its Affiliates or its or their Sublicensees of all such Licensed Product (regardless of indication)Product, in any and all preparations, formulations, dosages, packaging or methods of administration thereof. [***] [***] 34 [***] [***] [***] [***] [***] [***] [***] [***] TGTX [***] [***] Imugene shall promptly notify Precision in writing of the achievement of each Milestone Event set forth in the table above within [***] after the end of the Calendar Year in which such milestone has been achieved and shall make the corresponding milestone payment within [***] after receipt by TGTX Imugene of an invoice from Precision delivered after such achievement; provided, however, that, subject to Section 8.14, TGTX may elect, in its discretion, to pay any such milestone payment in (a) cash or (b) a combination of at least fifty percent (50%) cash and at most fifty percent (50%) TGTX Parent Consideration Shares that equal, in aggregate, the amount of such milestone payment. Achievement of each Milestone Event measured by Net Sales with respect to a Licensed Product shall result in achievement of all Milestone Events measured by a lower amount of Net Sales. To clarify, each Milestone Payment shall be a one-time payment, and once paid by TGTX to Precision, TGTX shall have no further obligation to make additional payments for the same Milestone EventSales of such Licensed Product.