Common use of Sales-Based Milestones Clause in Contracts

Sales-Based Milestones. In partial consideration of the rights and licenses granted by Caribou to AbbVie hereunder, and subject to Section 6.5.4, in the event that the annual Net Sales of a particular Licensed Product by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 (the “Annual Net Sales-Based Milestone Table”), AbbVie shall pay to Caribou a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Milestone Threshold is exceeded, AbbVie shall pay to Caribou a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] days of the end of the Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slot, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether by the same or a different Licensed Product, with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]

Sales-Based Milestones. 6.6.1 In partial consideration of the license rights and licenses granted by Caribou Licensor to AbbVie hereunder, and subject to Section 6.5.46.6.2, in the event that the annual Net Sales of a particular Licensed Product by AbbVie (whether or any of its Affiliates not an Initial Licensed Product or Sublicensees a Follow-On Licensed Product) in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 (the “Annual Net Sales-Based Milestone Table”)immediately below, AbbVie shall pay to Caribou Licensor a non-creditable, non-refundable milestone payment (each, an a “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Tabletable immediately below. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie shall pay to Caribou Licensor a separate non-creditable, non-refundable Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] ]days of the end of the Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Threshold Annual Net Sales-Based Milestone Sales Levels for a particular Licensed Product Payment Amount Greater than [*], but less than or equal to [*] [*] Greater than [*] [*] 6.6.2 Notwithstanding anything contained in Section 6.6.1, each milestone payment in this Section 6.6 shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotin a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone in subsequent Calendar Years. The maximum aggregate amount payable by the same or a different Licensed Product, with respect AbbVie pursuant to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than this Section is [**] for all Initial Licensed Products, and [*] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]for all Follow-On Licensed Products.

Sales-Based Milestones. In partial consideration of the rights and licenses granted by Caribou Licensor to AbbVie hereunder, hereunder and subject to Section 6.5.4the terms and conditions set forth in this Agreement, AbbVie shall pay to Licensor the following non-refundable milestone payments due within [***] in which such milestone was achieved for the first Licensed Product for each Accepted Target (irrespective of whether such Accepted Target is an initially nominated Accepted Target, [***] or New Target), calculated as follows: 7.5.1 upon the Net Sales in the event that the annual Net Sales Territory of a particular Licensed Product made by AbbVie or any of its Affiliates or Sublicensees a given Calendar Year equaling or exceeding [***]; 7.5.2 upon the Net Sales in the Territory of a particular Licensed Product made by AbbVie or any of its Affiliates or Sublicensees a given Calendar Year equaling or exceeding [***]; 7.5.3 upon the Net Sales in the Territory of a particular Licensed Product made by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual equaling or exceeding [***]; and 7.5.4 upon the Net Sales-Based Milestone Threshold”) set forth Sales in the left-hand column Territory of the table in this Section 6.4.2 (the “Annual Net Sales-Based Milestone Table”), a particular Licensed Product made by AbbVie shall pay to Caribou a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, or any of the Annual Net Sales-Based Milestone Table. In the event that in its Affiliates or Sublicensees a given Calendar Year more than one (1) Annual Net Sales-Based Milestone Threshold is exceeded, AbbVie shall pay to Caribou a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within equaling or exceeding [***] days of the end of the Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”)]. Each Annual Net Sales-Based Milestone Payment milestone payment in this Section 7.5 shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slot, for each Accepted Target and no amounts shall be due for subsequent or repeated achievements of such milestone, whether by for the same or a different Licensed Product, with respect Product targeting such Accepted Target. The maximum aggregate amount payable by AbbVie pursuant to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than this Section 7.5 for each Accepted Target is [***] [*** ] Annual Net Sales greater than and for all Accepted Targets is [***]. As used herein a particular Licensed Product includes any Licensed Product that contains the same Discovery T-Cell Receptor Construct. [ ] [*** ] Annual Net Sales greater than [***] [*** ]= Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Sales-Based Milestones. In partial consideration of the rights and licenses granted by Caribou Licensor to AbbVie hereunder, and subject to Section 6.5.46.5 (Sales-Based Milestones), in the event that the annual Net Sales of a particular Licensed Product made by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below (the “Annual Net Sales-Based Milestone Table”), AbbVie shall pay to Caribou Licensor a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie shall pay to Caribou Licensor a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***†] days of the end of the Calendar Year in which such milestone was achieved (each, an a “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net [†] [†] [†] [†] [†] [†] Notwithstanding anything contained in Section 6.5 (Sales-Based Milestone Payment Milestones), each milestone payment in this Section 6.5 (Sales-Based Milestones) shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotin a Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone in subsequent Calendar Years. The maximum aggregate amount payable by the same or a different Licensed Product, with respect AbbVie pursuant to such Program Slot. Annual Net this Section 6.5 (Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]Milestones) is Four Hundred and Fifty Million Dollars ($450,000,000).

Sales-Based Milestones. In partial consideration of the license rights and licenses granted by Caribou Licensor to AbbVie Licensee hereunder, and subject to Section 6.5.4, in the event that the annual aggregate of all Net Sales of a particular all Licensed Product Products made by AbbVie Licensee or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below (the “Annual Net Sales-Based Milestone Table”), AbbVie Licensee shall pay to Caribou Licensor a milestone payment (each, an a “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie Licensee shall pay to Caribou Licensor a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] ]days of the end of the Calendar Year in which such milestone was achieved (each, an a “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment [***] [***] [***] [***] [***] [***] [***] [***] Notwithstanding anything contained herein, each milestone payment in this Section 4.2.3 shall be payable on a Program Slot-by-Program Slot basis only once upon the first achievement of such milestone with respect to such Program Slotin a Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether by the same or a different Licensed Product, with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]milestone in subsequent Calendar Years.

Sales-Based Milestones. 5.3.1 In partial consideration of the license rights and licenses granted by Caribou Lightlake to AbbVie Adapt hereunder, and subject to Section 6.5.4, in the event that the annual aggregate of all Net Sales of a particular Licensed Product by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below for such Calendar Year (the “Annual Net Sales-Based Milestone Table”), AbbVie Adapt shall pay to Caribou Lightlake a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie Adapt shall pay to Caribou Lightlake a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] sixty (60) days of after the end of the Calendar Quarter in such Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales*** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** IRS Employer Identification No. 40-Based Milestone Payment 0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***” *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** 5.3.2 Notwithstanding anything contained in Section5.3.1, each milestone payment in this Section 5.3 shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotin a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone in subsequent Calendar Years. The maximum aggregate amount payable by the same or a different Licensed Product, with respect Adapt pursuant to such Program Slot. Annual Net Salesthis Section 5.3 is Forty-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]Eight Million Dollars ($48,000,000).

Sales-Based Milestones. 6.4.1 In partial consideration of the license rights and licenses granted by Caribou Ablynx to AbbVie hereunder, and subject to Section 6.5.46.4.2, in if the event that the annual Net Sales of a particular Licensed Product made by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below (the “Annual Net Sales-Based Milestone Table”), AbbVie shall pay to Caribou Ablynx a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that If in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie shall pay to Caribou Ablynx a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within […***…] days of the end of the Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment Equal to or Greater than […***…] Dollars ($[…***…]) $ […***…] Equal to or Greater than […***…] Dollars ($[…***…]) $ […***…] Equal to or Greater than […***…] Dollars ($[…***…]) $ […***…] CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 6.4.2 Notwithstanding anything contained in Section 6.4.1, each milestone payment in this Section 6.4 shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotmilestone, and no amounts shall be due for subsequent or repeated achievements of such milestonemilestone in subsequent Calendar Years. For example, whether by if in the same or a different Licensed Productfirst Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold then an Annual Net Sales-Based Milestone Payment Annual Net Sales greater than of […***…] Dollars ($[*** ] Annual Net Sales greater than […***] [*** ] Annual …]) would be paid. If in the second Calendar Year after the First Commercial Sale Net Sales greater than equal […***] …]Dollars ($[…*** *…]), then no Annual Net Sales-Based Milestone Payment would be paid. If in the third Calendar Year after the First Commercial Sale Net Sales equal […***…]Dollars ($[…***…]), then no Annual Net Sales-Based Milestone Payment would be paid. If in the fourth Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net Sales-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid. If in the fifth Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net Sales-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid and no additional Annual Net Sales-Based Milestone Payment would be paid subsequently. For purposes of clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 6.4 is […***…] Dollars ($[…***…]).

Sales-Based Milestones. 5.3.1 In partial consideration of the license rights and licenses granted by Caribou Lightlake to AbbVie Adapt hereunder, and subject to Section 6.5.4, in the event that the annual aggregate of all Net Sales of a particular Licensed Product by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below for such Calendar Year (the “Annual Net Sales-Based Milestone Table”), AbbVie Adapt shall pay to Caribou Lightlake a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie Adapt shall pay to Caribou Lightlake a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] sixty (60) days of after the end of the Calendar Quarter in such Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales*** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** IRS Employer Identification No. 40-Based Milestone Payment 0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***” 5.3.2 Notwithstanding anything contained in Section5.3.1, each milestone payment in this Section 5.3 shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotin a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone in subsequent Calendar Years. The maximum aggregate amount payable by the same or a different Licensed Product, with respect Adapt pursuant to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [this Section 5.3 is *** REDACTED ***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]Dollars.

Sales-Based Milestones. In partial consideration of the license rights and licenses granted by Caribou Licensor to AbbVie hereunder, and subject to Section 6.5.4, Denali hereunder in the event that the annual Net Sales of a particular Licensed Product during the applicable Royalty Term made by AbbVie Denali or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below (the “Annual Net Sales-Based Milestone Table”), AbbVie Denali shall pay to Caribou Licensor a milestone payment (each, an a “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie Denali shall pay to Caribou Licensor a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be non-refundable and due within thirty (30) days of the date on which such milestone was achieved. [***] days of the end of the Calendar Year [***] [***] [***] Each milestone payment in which this Section 9.9 shall be payable: (a) on a Licensed Product-by-Licensed Product basis such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment that it shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with in respect to such Program Slotof a Licensed Product in a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone by the same or a different Licensed ProductProduct in subsequent Calendar Years; and (b) shall be payable only [***] times, with upon the achievement of such milestone in respect of [***] Licensed Products to achieve such Program Slotmilestone event and no amounts shall be due for the achievement of such milestone by [***] Licensed Products to achieve such milestone event. The maximum aggregate amount of Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]Payments payable by Denali is Six Hundred and Fifty Million Dollars ($650,000,000).

Sales-Based Milestones. 7.5.1 In partial consideration of the rights and licenses granted by Caribou BicycleTx to AbbVie Bayer hereunder, and subject in addition to Section 6.5.4, in the event that the annual Net Sales of a particular Licensed Product by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold Development Milestone Payment (each, an “Annual Net Sales-Based Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 (the “Annual Net Sales-Based Milestone Table”where applicable and payable), AbbVie Bayer shall pay to Caribou a milestone payment (eachalso make the following one-time, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Milestone Threshold is exceeded, AbbVie shall pay to Caribou a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] days of the end of the Calendar Year in which such milestone was achieved payments (each, an “Annual Net Sales-Based each a "Sales Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment shall be payable on a Program Slot-by-Program Slot basis only Payment") upon the first achievement of such milestone with respect to such Program Slot, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether by the same or a different Licensed Product, with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual corresponding events on the aggregated Net Sales greater than of all Licensed Products within a Calendar Year on a Target-by-Target basis (each a "Sales Milestone Event") by Bayer, its Affiliates, or their Sublicensees: 1. [***] [*** ] Annual Net Sales greater than *] 2. [***] [*** ] Annual Net Sales greater than *] 3. [***] [*** *] 4. [***] [***] ​ ​ TOTAL = £194,494,000 per Target ​ 7.5.2 For clarity, subject to Clause 7.5.4, the foregoing Sales Milestone Payments shall be payable [***] with respect to each Target, regardless of the number of Calendar Years in which the Licensed Products directed to the Target (as applicable) achieve such Sales Milestone Event. For further clarity, such payments shall be payable on a cumulative basis such that if, for example, Sales Milestone #2 is achieved in the same Calendar Year as Sales Milestone ​ 289122840 v2 ​ ​ CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. #1 in respect of a Target then Sales Milestone Payment #1 shall be payable at the same time as Sales Milestone #2. 7.5.3 Bayer shall notify BicycleTx together with the Royalty Report following the end of the last Calendar Quarter of the Calendar Year in which such Sales Milestone Event in the table above was achieved. Following such notice, BicycleTx shall issue an invoice for the corresponding Sales Milestone Payment and Bayer shall pay the Sales Milestone Payment within [***] after receipt of such invoice from BicycleTx. 7.5.4 The Parties agree that the Sales Milestone Payments listed in Clause 7.5.1 7.5.1are in respect of Licensed Products that are for therapeutic purposes only. Bayer shall also pay Sales Milestone Payments to BicycleTx in respect of Licensed Products that are for diagnostic but not therapeutic purposes in accordance with Clause 7.5.17.5.1 except that: (i) the applicable Sales Milestone Payment will be an amount equivalent to [***] of the Sales Milestone Payment amount; and (ii) for the purposes of calculating the Net Sales for the applicable Sales Milestone Event in respect of diagnostic Licensed Products, only Net Sales in respect of the diagnostic Licensed Product shall be taken into account. In all other manners the provisions of Clause 7.5 shall apply on a mutatis mutandis basis in respect of Licensed Products for diagnostic purposes. For the avoidance of doubt, each Sales Milestone may be achieved on a Target-by-Target basis once in respect of a therapeutic Licensed Product and once in respect of a diagnostic Licensed Product. By way of non-exhaustive example, upon the aggregated Net Sales in the Territory of a diagnostic Licensed Product in respect of a Target in a given Calendar Year exceeding [***], Bayer shall pay to BicycleTx [***]. By way of further non-exhaustive example, if Bayer, its Affiliates, or their Sublicensees hits aggregated Net Sales in a Calendar Year in excess of [***] in respect of a therapeutic Licensed Product for the purpose of such Target, Bayer shall also pay to BicycleTx [***].

Sales-Based Milestones. 5.3.1 In partial consideration of the license rights and licenses granted by Caribou Lightlake to AbbVie Adapt hereunder, and subject to Section 6.5.4, in the event that the annual aggregate of all Net Sales of a particular Licensed Product by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below for such Calendar Year (the “Annual Net Sales-Based Milestone Table”), AbbVie Adapt shall pay to Caribou Lightlake a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie Adapt shall pay to Caribou Lightlake a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] sixty (60) days of after the end of the Calendar Quarter in such Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment *** REDACTED *** 5.3.2 Notwithstanding anything contained in Section5.3.1, each milestone payment in this Section 5.3 shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotin a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone in subsequent Calendar Years. The maximum aggregate amount payable by the same or a different Licensed Product, Adapt pursuant to this Section 5.3 is *** REDACTED ***Dollars. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [certain portions hereof denoted with “*** REDACTED ***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]”

Sales-Based Milestones. ​ 7.4.1 In partial consideration of the rights and licenses granted by Caribou BicycleTx to AbbVie Novartis hereunder, and subject in addition to Section 6.5.4, in the event that the annual Net Sales of a particular Licensed Product by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold Development Milestone Payment (each, an “Annual Net Sales-Based Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 (the “Annual Net Sales-Based Milestone Table”where applicable and payable), AbbVie Novartis shall pay also make the following non-creditable (other than any credit applied pursuant to Caribou Clause 7.11 or in respect of any payment made due to an undisputed manifest or accounting error), non- refundable milestone payments (each a milestone payment (each, an “Annual Net Sales-Based "Sales Milestone Payment”") in the corresponding amount set forth in the right-hand column, as applicable, of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Milestone Threshold is exceeded, AbbVie shall pay to Caribou a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within [***] days of the end of the Calendar Year in which such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such the corresponding annual worldwide Net Sales milestone with respect to such Program Slotevents on a Therapeutic Product-by-Therapeutic Product basis (each a "Sales Milestone Event") by Novartis, and no amounts shall be due for subsequent its Affiliates, or repeated achievements of such milestonetheir Sublicensees: ​ US 173051874v18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, whether by the same or a different Licensed ProductMARKED BY [***], with respect to such Program SlotHAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based ​ ​ ​ ​​ ​ Sales Milestones Event Sales Milestone Payment Annual Net Sales greater than Amount/USD$million 1. [***] [*** ] Annual Net Sales greater than *] 2. [***] [*** ] Annual Net Sales greater than *] 3. [***] [*** *] 4. [***] [***] ​ In no event shall the aggregate Sales Milestone Payments for a given Therapeutic Product exceed [***]. 7.4.2 For clarity, the foregoing Sales Milestone Payments shall be payable one-time only with respect to each Therapeutic Product, regardless of the number of Calendar Years in which that Therapeutic Product achieves such Sales Milestone Event. If, during a given Calendar Year, more than one Sales Milestone Event is achieved in respect of a Therapeutic Product then each such applicable Sales Milestone Payment shall be payable at the same time. ​