Common use of Sales Milestone Payments Clause in Contracts

Sales Milestone Payments. Licensee shall notify MTI of any Calendar Year in which annual Net Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within [***] days after the end of such Calendar Year, and shall make the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10.

Sales Milestone Payments. Licensee Subject to the terms and conditions of this Agreement, Hansoh shall pay to Viela the following one-time sales milestone payments (each, a “Sales Milestone Payment”) following the achievement of each event described in the below table (each, a “Sales Milestone Event”). Hansoh shall notify MTI Viela in writing of any Calendar Year in which annual Net the achievement of each Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time Milestone Event within [***] days after ([***]) [***] following the end of the calendar quarter in which such Calendar YearSales Milestone Event is achieved, and Viela shall make promptly issue an invoice to Hansoh for the following sales milestone payments amount of the corresponding Sales Milestone Payment. Hansoh shall pay to MTI Viela such invoiced amount within [***] days ([***]) [***] after receiving an invoice from MTI therefor: Annual Net receipt of Viela’s invoice. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Sales Threshold Milestone Event Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] Each Sales Milestone Payment will be payable only one-time and only upon the first achievement of the applicable Sales Milestone Event in Calendar Year 1the Territory, and no amounts would be due for subsequent or repeated achievements. For clarity, the Sales Milestone Payments in this Section 5.3 shall be additive such that if multiple Sale Milestone Events specified above are achieved in the same calendar year, then the Sale Milestone Payments for all Sale Milestone Events achieved in such calendar year shall be payable within [***] dollars ([***]) [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with after the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales end of such Co-Exploited Product for purposes of this Section 7.10calendar quarter in which such multiple Sales Milestone Events were achieved in such calendar year.

Sales Milestone Payments. Licensee Subject to the terms and conditions of this Agreement, Takeda shall notify MTI pay to MTEM the following sales milestone payments [***] after the end of any the first Calendar Year in which the aggregate annual Net Sales of a all Licensed Product Products Directed to each Licensed Target in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within time: Portions of this Exhibit, indicated by the xxxx “[***] days after ],” were omitted and have been filed separately with the end Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of such Calendar Yearthe Securities Exchange Act of 1934, and shall make as amended. Milestone Milestone Payments First Time Milestone is Achieved with respect to the following sales milestone payments Licensed Target that is Program Target 1 (including the Replacement Target therefor, if any) First Time Milestone is Achieved with respect to MTI within [***] days after receiving an invoice from MTI the Licensed Target that is Program Target 2 (including the Replacement Target therefor: Annual , if any) Aggregate Net Sales Threshold Sales Milestone Payment of all Licensed Products for the applicable Licensed Target [***] [***] [***] Aggregate Net Sales of all Licensed Products for the applicable Licensed Target [***] [***] [***] Each sales milestone payment is separate and may only be earned once for the aggregate of all Licensed Products for each Licensed ProductTarget, irrespective of the number of times such thresholds are achieved for such Licensed Producthowever, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone [***] payments shall be payable during such Calendar Year. For example, if annual Net Sales of all Licensed Products for a Licensed Product Target first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI MTEM for such Calendar Year 1, however, if annual Net Sales of all Licensed Products for a Licensed Product Target first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars would be payable to MTEM for Calendar Year 2 and [***] and the would be payable to MTEM [***] dollars ]. For clarity, the maximum aggregate amount of milestone payments payable by Takeda pursuant to this Section 6.7 is [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10].

Sales Milestone Payments. Licensee shall notify MTI After the end of any a Calendar Year Year, if based on the Royalty Reports submitted under this Agreement, Sanofi has achieved a sales milestone specified below in which such Calendar Year, then Ablynx will issue an invoice to Sanofi for the applicable amount and, subject to the terms and conditions of this Agreement, Sanofi will pay to Ablynx the invoiced amount within [...***...]after receipt of such invoice: 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. Sales Milestone Milestone Payments First occurrence of [...***...] Euros (€[...***...]) in annual Net Sales (the “First Sales Milestone”) of a Licensed Product (total of Net Sales in all Indications) [...***...] First occurrence of [...***...] Euros (€[...***...]) in annual Net Sales of a Licensed Product in such Calendar Year (total of Net Sales in all countries Indications) in a year after the Territory reach First Sales Milestone has been paid (the following thresholds for the first time within “Second Sales Milestone”) [...***...] days after the end First occurrence of such Calendar Year, and shall make the following sales milestone payments to MTI within [...***...] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment Euros (€[...***] ...]) in annual Net Sales of a Licensed Product (total of Net Sales in all Indications) in a year after the Second Sales Milestone have been paid [...***] [***] [***] [***] [***...] Each sales milestone payment is separate on a Licensed Product-by-Licensed Product basis and may only be earned once for each Licensed Product, irrespective . The maximum aggregate amount of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of by Sanofi pursuant to this Section 5.5 with respect to a Licensed Product first reach Sanofi Target is [...***...] dollars Euros (€[...***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request...]). An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of Payments made under this Section 7.105.5 will be non-refundable (except in case of material error).