Common use of Sales Milestone Payments Clause in Contracts

Sales Milestone Payments. In addition to all other amounts payable under this Agreement, Calithera shall make non-refundable, non-creditable milestone payments to HPP related to the marketing and sale of Licensed Products in the Territory, in the amounts provided below: (a) Aggregate Net Sales of a Licensed Product in the Territory of greater than $[***] in a Calendar Year $[***] (b) Aggregate Net Sales of a Licensed Product in the Territory of greater than $[***] in a Calendar Year $[***] (c) Aggregate Net Sales of a Licensed Product in the Territory of greater than $[***] in a Calendar Year $[***] For purposes of clarity, each of the milestone payments set forth in this Section 7.5 shall be paid only once and the maximum potential payment by Calithera under this Section 7.5 for each milestone shall be equal to one hundred percent (100%) of each milestone payment. A maximum of one milestone event specified in Section 7.5(a), (b), and (c) above will be payable by Calithera for any given Calendar Year. If two or more of such milestone events are achieved in different Calendar Quarters in the same Calendar Year, then Calithera shall pay each corresponding milestone payment within the time period specified in Section 7.7, but may credit any milestone payment previously made for such Calendar Year against the subsequent milestone payment for the same Calendar Year, such that, for such subsequent milestone event, Calithera shall only be obligated to pay the difference between the milestone payment for the subsequent event and the aggregate of all other sales milestone payments made during such Calendar Year corresponding to the earlier event(s), and the earlier milestone payments may become payable if and when achieved in a subsequent Calendar Year. If two or more of such milestone events are achieved in the same Calendar Quarter, Calithera shall only be obligated to pay the greater of the corresponding milestone payments for such Calendar Quarter and the earlier milestone payments may become payable if and when achieved in a subsequent Calendar Year. For example, upon the first achievement of the milestone event set forth in Section 7.5(a), Calithera shall make the $[***] payment in accordance with Section 7.7. If the milestone event set forth in Section 7.5(b) is also achieved during the same Calendar Year, Calithera shall make the $[***] payment for that milestone event in accordance with Section 7.7, but Calithera may credit the $[***] it paid for achievement of the milestone event set forth in Section 7.5(a) against such amount resulting in a net payment of $[***]. In this example, each of the milestone events set forth in Sections 7.5(a) and (c) would become payable in subsequent Calendar Years if and when it is achieved.

Sales Milestone Payments. In addition to all other amounts payable under this Agreement, Calithera shall make non-refundable, non-creditable milestone payments to HPP related to the marketing and sale of Licensed Products in the Territory, in the amounts provided below: (a) Aggregate Net Sales of a Licensed Product in the Territory of greater than $[***] in a Calendar Year $[***] (b) Aggregate Net Sales of a Licensed Product in the Territory of greater than $[***] in a Calendar Year $[***] (c) Aggregate Net Sales of a Licensed Product in the Territory of greater than $[***] in a Calendar Year $[***] For purposes of clarity, each of the milestone payments set forth in this Section 7.5 shall be paid only once and the maximum potential payment by Calithera under this Section 7.5 for each milestone shall be equal to one hundred percent (100%) of each milestone payment. A maximum of one milestone event specified in Section 7.5(a), (b), and (c) above will be payable by Calithera for any given Calendar Year. If two or more of such milestone events are achieved in different Calendar Quarters in the same Calendar Year, then Calithera shall pay each corresponding milestone payment within the time period specified in Section 7.7, but may credit any milestone payment previously made for such Calendar Year against the subsequent milestone payment for the same Calendar Year, such that, for such subsequent milestone event, Calithera shall only be obligated to pay the difference between the milestone payment for the subsequent event and the aggregate of all other sales milestone payments made during such Calendar Year corresponding to the earlier event(s), and the earlier milestone payments may become payable if and when achieved in a subsequent Calendar Year. If two or more of such milestone events are achieved in the same Calendar Quarter, Calithera shall only be obligated to pay the greater of the corresponding milestone payments for such Calendar Quarter and the earlier milestone payments may become payable if and when achieved in a subsequent Calendar Year. For example, upon the first achievement of the milestone event set forth in Section 7.5(a), Calithera shall make the $[***] payment in accordance with Section 7.7. If the milestone event set forth in Section 7.5(b) is also achieved during the same Calendar Year, Calithera shall make the $[***] payment for that milestone event in accordance with Section 7.7, but Calithera may credit the $[***] it paid for achievement of the milestone event set forth in Section 7.5(a) against such amount resulting in a net payment of $[***]. In this example, each of the milestone events set forth in Sections 7.5(a) and (c) would become payable in subsequent Calendar Years if and when it is achieved.

Sales Milestone Payments. In addition to During the Term, following the end of each Calendar Quarter, Licensee will notify Company through the applicable final written report mentioned in Section 6.3(b) or Section 6.3(c) if cumulative Net Sales of all other amounts payable under this Agreement, Calithera shall make non-refundable, non-creditable milestone payments to HPP related to the marketing and sale of Licensed Products in the Territory, Territory during the Term first exceed the indicated Dollar value set forth in the amounts provided below: table below for such Calendar Year (aeach, a “Sales Milestone Event” and the corresponding one-time milestone payment, a “Sales Milestone Payment”). Promptly following delivery of such report, Company will invoice Licensee for the applicable Sales Milestone Payment due. Licensee will pay to Company the applicable Sales Milestone Payment due (i) Aggregate Net Sales if Licensee receives an invoice therefor prior to the end of a Licensed Product in the Territory of greater than $such Calendar Year, within [***] in a following the end of the Calendar Year $in which the Sales Milestone Event is achieved, and (ii) if Licensee does not receive an invoice therefor prior to the end of such Calendar Year, within [***] of Licensee’s receipt of such invoice. Each of the Sales Milestone Payments set forth in this Section 6.1(e) is payable only upon the first achievement of such Sales Milestone Event and none of the Sales Milestone Payments will be payable more than once regardless of how many times such Sales Milestone Event is achieved. For clarity, the Sales Milestone Payments are additive, such that if more than one Sales Milestone Events are achieved in the same time period, then the Sales Milestone Payments for all such Sales Milestones Events shall be payable. 1. [***] [***] (b) Aggregate Net Sales of a Licensed Product in the Territory of greater than $2. [***] in a Calendar Year $[***] (c) Aggregate Net Sales of a Licensed Product in the Territory of greater than $3. [***] in a Calendar Year $[***] 4. [***] For purposes of clarity, each of the milestone payments set forth in this Section 7.5 shall be paid only once and the maximum potential payment by Calithera under this Section 7.5 for each milestone shall be equal to one hundred percent (100%) of each milestone payment. A maximum of one milestone event specified in Section 7.5(a), (b), and (c) above will be payable by Calithera for any given Calendar Year. If two or more of such milestone events are achieved in different Calendar Quarters in the same Calendar Year, then Calithera shall pay each corresponding milestone payment within the time period specified in Section 7.7, but may credit any milestone payment previously made for such Calendar Year against the subsequent milestone payment for the same Calendar Year, such that, for such subsequent milestone event, Calithera shall only be obligated to pay the difference between the milestone payment for the subsequent event and the aggregate of all other sales milestone payments made during such Calendar Year corresponding to the earlier event(s), and the earlier milestone payments may become payable if and when achieved in a subsequent Calendar Year. If two or more of such milestone events are achieved in the same Calendar Quarter, Calithera shall only be obligated to pay the greater of the corresponding milestone payments for such Calendar Quarter and the earlier milestone payments may become payable if and when achieved in a subsequent Calendar Year. For example, upon the first achievement of the milestone event set forth in Section 7.5(a), Calithera shall make the $[***] payment in accordance with Section 7.7. If the milestone event set forth in Section 7.5(b) is also achieved during the same Calendar Year, Calithera shall make the $[***] payment for that milestone event in accordance with Section 7.7, but Calithera may credit the $[***] it paid for achievement of the milestone event set forth in Section 7.5(a) against such amount resulting in a net payment of $Total [***]. In this example, each of the milestone events set forth in Sections 7.5(a) and (c) would become payable in subsequent Calendar Years if and when it is achieved.