Common use of Sales-Based Milestones Clause in Contracts

Sales-Based Milestones. 6.4.1 In partial consideration of the license rights granted by Galapagos to Xxxxxx hereunder, subject to Section 6.4.2, if the Net Sales of a particular Licensed Product made by Xxxxxx or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), Xxxxxx shall pay to Galapagos a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, Xxxxxx shall pay to Galapagos a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net 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, a “Annual Net Sales-Based Milestone Payment Date”). ***Confidential Treatment Requested*** Threshold Annual Net Sales Levels Payment Amount Greater than […***…] Dollars ($[…***…]) $ […***…] Greater than […***…] Dollars ($[…***…]) $ […***…] Greater than […***…] Dollars ($[…***…]) $ […***…]

Sales-Based Milestones. 6.4.1 In partial As further consideration of the license rights granted by Galapagos to Xxxxxx AbbVie hereunder, subject to Section 6.4.2, if the Net Sales of a particular Licensed Product made by Xxxxxx or any of its Affiliates or Sublicensees the Products in the Royalty Territory in a given Calendar Year exceeds exceed a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), Xxxxxx AbbVie shall pay to Galapagos a milestone payment (each, an ***Confidential Treatment Requested*** “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, Xxxxxx AbbVie shall pay to Galapagos a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within […***…] ([…***…]) days of the end first achievement of the Calendar Year in which such milestone was achieved (each, a an “Annual Net Sales-Based Milestone Payment Date”). ***Confidential Treatment Requested*** Threshold Annual Net Sales Levels Payment Amount Greater than […***…] Dollars ($[…***…]) $ $[…***…] Greater than […***…] Dollars ($[…***…]) $ […***…] Greater than […***…] Dollars ($[…***…]) $ […***…]

Sales-Based Milestones. 6.4.1 In partial consideration of the license rights granted by Galapagos Ablynx to Xxxxxx AbbVie hereunder, subject to Section 6.4.2, if the Net Sales of a particular Licensed Product made by Xxxxxx AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), Xxxxxx AbbVie shall pay to Galapagos Ablynx a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, Xxxxxx AbbVie shall pay to Galapagos Ablynx a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net 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, a an “Annual Net Sales-Based Milestone Payment Date”). ***Confidential Treatment Requested*** Threshold Annual Net Sales Levels Payment Amount Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...]

Sales-Based Milestones. 6.4.1 In partial As further consideration of the license rights under the Galapagos Patents, the related Galapagos Know-How, Galapagos’ interest in the Joint Patents and the related Joint Know-How granted by Galapagos to Xxxxxx hereunderAbbVie hereunder pursuant to Section 5.1.1, subject to Section 6.4.2, if the Net Sales of a particular Licensed Product made by Xxxxxx or any of its Affiliates or Sublicensees the Products in the Royalty Territory in a given Calendar Year exceeds exceed a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), Xxxxxx AbbVie shall pay to Galapagos a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, Xxxxxx AbbVie shall pay to Galapagos a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within […...***…...] ([…***…]) days of the end first achievement of the Calendar Year in which such milestone was achieved (each, a an “Annual Net Sales-Based Milestone Payment Date”). ***Confidential Treatment Requested*** Threshold Annual Net Sales Levels Payment Amount Greater than […...***…...] Dollars ($[…...***…...]) $ […...***…... ] Greater than […...***…...] Dollars ($[…...***…...]) $ […...***…] Greater than […***…] Dollars ($[…***…... ]) $ […***…]

Sales-Based Milestones. 6.4.1 In partial consideration of the license rights granted by Galapagos Licensor to Xxxxxx hereunder, subject to Section 6.4.2, if Denali hereunder in the event that the Net Sales of a particular Licensed Product during the applicable Royalty Term made by Xxxxxx Denali or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), Xxxxxx Denali shall pay to Galapagos Licensor a milestone payment (each, an a “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If In the event that in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, Xxxxxx Denali shall pay to Galapagos Licensor a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net 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 end of the Calendar Year in date on which such milestone was achieved (each, a “Annual Net Sales-Based Milestone Payment Date”)achieved. ***Confidential Treatment Requested*** Threshold Annual Net Sales Levels Payment Amount Greater than […***…] Dollars ($[…***…]) $ ] […***…] Greater than […***…] Dollars ($[…***…]) $ […***…] Greater than […***…] Dollars ($[…***…]) $ […***…]Each milestone payment in this Section 9.9 shall be payable: