Common use of For Failure to Meet Thresholds Clause in Contracts

For Failure to Meet Thresholds. (i) In the event that gross sales of a Licensed Product during the second Launch Year for such Licensed Product are less than (x) Five Million Dollars ($5,000,000) or alternatively, (y) the new gross sales volume agreed to by the Parties pursuant to Section 7.4, as the case may be (the “Minimum Sales Threshold”), CCT shall have the right to terminate solely with respect to such Licensed Product, on a Licensed Product-by-Licensed Product basis (but not with respect to the Agreement in its entirety), on sixty (60) days’ written notice to Alliqua (a “Sales Threshold Default”), which notice of such Sales Threshold Default must be delivered to Alliqua within thirty (30) calendar days following the delivery of the royalty report for the fourth Launch Year Quarter of the second Launch Year (a “Sales Threshold Default Notice”). Upon receipt of a Sales Threshold Default Notice, Alliqua may cure the Sales Threshold Default solely for the second Launch Year by (i) paying to CCT an amount equal to the difference between the Annual License Fee for the second Launch Year and the aggregate royalties which would be due to CCT if gross annual sales of such Licensed Product for the second Launch Year were Five Million Dollars ($5,000,000) (or the alternative Minimum Sales Threshold, as the case may be) or (ii) by demonstrating to the reasonable satisfaction of CCT that the gross annual sales of such Licensed Product will reach an annualized run rate of Five Million Dollars ($5,000,000) (or the alternative Minimum Sales Threshold) as of the second Launch Year Quarter of the third Launch Year. (ii) In the event gross annual sales of any Licensed Product for the third Launch Year or any subsequent Launch Year thereafter are less than Five Million Dollars ($5,000,000) (or the alternative Minimum Sales Threshold, as the case may be) each of CCT and Alliqua shall have the right to terminate this Agreement solely with respect to such Licensed Product, on a Licensed Product-by-Licensed Product basis (but not with respect to the Agreement in its entirety) upon six months’ prior written notice to the other Party, which notice of such termination must be delivered to the other Party within sixty (60) calendar days following the delivery of the royalty report for the fourth Launch Year Quarter of the applicable Launch Year. Notwithstanding the foregoing, in the event that in the third Launch Year the gross annual sales of a Licensed Product are less than Five Million Dollars ($5,000,000) (or the alternative Minimum Sales Threshold, as the case may be), the Parties may discuss alternative options to the termination of this Agreement with respect to such Licensed Product, including, without limitation, the sale of all rights in and to such Licensed Product to Alliqua.

For Failure to Meet Thresholds. (i) In the event that gross sales of a Licensed Product during the second Launch Year for such Licensed Product are less than (x) Five Million Dollars ($5,000,000) [***] or alternatively, (y) the new gross sales volume agreed to by the Parties pursuant to Section 7.4, as the case may be (the “Minimum Sales Threshold”), CCT shall have the right to terminate solely with respect to such Licensed Product, on a Licensed Product-by-Licensed Product basis (but not with respect to the Agreement in its entirety), on sixty (60) days’ written notice to Alliqua (a “Sales Threshold Default”), which notice of such Sales Threshold Default must be delivered to Alliqua within thirty (30) calendar days [***] following the delivery of the royalty report for the fourth Launch Year Quarter of the second Launch Year (a “Sales Threshold Default Notice”). Upon receipt of a Sales Threshold Default Notice, Alliqua may cure the Sales Threshold Default solely for the second Launch Year by (i) paying to CCT an amount equal to the difference between the Annual License Fee for the second Launch Year and the aggregate royalties which would be due to CCT if gross annual sales of such Licensed Product for the second Launch Year were Five Million Dollars ($5,000,000) [***] (or the alternative Minimum Sales Threshold, as the case may be) or (ii) by demonstrating to the reasonable satisfaction of CCT that the gross annual sales of such Licensed Product will reach an annualized run rate of Five Million Dollars ($5,000,000) [***] (or the alternative Minimum Sales Threshold) as of the second Launch Year Quarter of the third Launch Year. (ii) In the event gross annual sales of any Licensed Product for the third Launch Year or any subsequent Launch Year thereafter are less than Five Million Dollars ($5,000,000) [***] (or the alternative Minimum Sales Threshold, as the case may be) each of CCT and Alliqua shall have the right to terminate this Agreement solely with respect to such Licensed Product, on a Licensed Product-by-Licensed Product basis (but not with respect to the Agreement in its entirety) upon six months’ prior written notice to the other Party, which notice of such termination must be delivered to the other Party within sixty (60) calendar days following the delivery of the royalty report for the fourth Launch Year Quarter of the applicable Launch Year. Notwithstanding the foregoing, in the event that in the third Launch Year the gross annual sales of a Licensed Product are less than Five Million Dollars ($5,000,000) [***] (or the alternative Minimum Sales Threshold, as the case may be), the Parties may discuss alternative options to the termination of this Agreement with respect to such Licensed Product, including, without limitation, the sale of all rights in and to such Licensed Product to Alliqua.

For Failure to Meet Thresholds. (i) In the event that gross sales of a all Licensed Product Products during the second Launch Year for such Licensed Product are less than (x) Five Three Million Dollars ($5,000,0003,000,000) or alternatively, (y) the new gross sales volume agreed to by the Parties for the Licensed Products pursuant to Section 7.46.3, as the case may be (the “Minimum Sales Threshold”), CCT Celularity shall have the right to terminate solely with respect to such Licensed Product, on a Licensed Product-by-Licensed Product basis (but not with respect to the Agreement in its entirety), on sixty ninety (6090) days’ written notice to Alliqua Sanuwave (a “Sales Threshold Default”), which notice of such Sales Threshold Default must be delivered to Alliqua Sanuwave within thirty (30) calendar days following the delivery of the royalty report for the fourth Launch Year Quarter of the second Launch Year (a “Sales Threshold Default Notice”). Upon receipt of a Sales Threshold Default Notice, Alliqua Sanuwave may cure the Sales Threshold Default solely for the second Launch Year by (i) paying to CCT Celularity an amount equal to the difference between the Annual Quarterly License Fee Fees for the four Launch Year Quarters of the second Launch Year and the aggregate royalties which would be due to CCT Celularity if gross annual sales of such all the Licensed Product Products for the second Launch Year were Five Three Million Dollars ($5,000,0003,000,000) (or the alternative Minimum Sales Threshold, as the case may be) or (ii) by demonstrating to the with reasonable satisfaction of CCT documentation that the gross annual sales of such all Licensed Product Products will reach an annualized run rate of Five Three Million Dollars ($5,000,0003,000,000) (or the alternative Minimum Sales ThresholdThreshold for all Licensed Products) as of the second Launch Year Quarter of the third Launch Year. (ii) In the event gross annual sales of any all Licensed Product Products for the third Launch Year or any subsequent Launch Year thereafter are less than Five Million Dollars ($5,000,000) (or the alternative Minimum Sales ThresholdThreshold for all Licensed Products, as the case may be) each of CCT Celularity and Alliqua Sanuwave shall have the right to terminate this Agreement solely with respect to such Licensed Product, on a Licensed Product-by-Licensed Product basis (but not with respect to the Agreement in its entirety) entirety upon six months’ prior written notice to the other Party, which notice of such termination must be delivered to the other Party within sixty ninety (6090) calendar days following the delivery of the royalty report for the fourth Launch Year Quarter of the applicable Launch Year. Notwithstanding the foregoing, in the event that in the third Launch Year the gross annual sales of a all the Licensed Product Products are less than Five Million Dollars ($5,000,000) (or the alternative Minimum Sales ThresholdThreshold for all the Licensed Products, as the case may be), the Parties may discuss alternative options to the termination of this Agreement with respect to such the Licensed ProductProducts, including, without limitation, the sale of all rights in and to such the Licensed Product Products to AlliquaSanuwave.