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. 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 Threshold Annual Net SalesSales Levels Payment Amount *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-Based Milestone Payment shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone 0000000 Confidential treatment requested 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, certain portions hereof denoted with respect to such Program Slot. Annual Net Sales-Based Milestone “*** REDACTED ***” Threshold Annual Net Sales-Based Milestone Sales Levels Payment Annual Net Sales greater than [Amount *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED ***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]

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, [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. 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 Threshold Annual Net Sales-Based Milestone Sales Levels Payment Amount [***] [***] [***] [***] [***] [***] [***] [***] 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. 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 Sales Milestone Threshold Payment Amount [†] [†] [†] [†] [†] [†] 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. 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 Threshold Annual Net SalesSales Levels Payment Amount *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** *** REDACTED *** Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-Based Milestone Payment shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone 0000000 Confidential treatment requested 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, certain portions hereof denoted with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [“*** REDACTED ***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]”

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 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 Sales Levels Payment Annual Net Sales greater Amount Equal to or Greater than […***…] Dollars ($[*** ] Annual Net Sales greater than […***] …]) $ [*** ] Annual Net Sales greater than […***…] 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.