Common use of Sales Milestones Clause in Contracts

Sales Milestones. (i) Biogen Idec will pay PTI the following payments within [***] after the end of the applicable Calendar Years when Annual Net Sales of each Sole Licensed Product in a given Calendar Year first reach the respective thresholds indicated below: Annual Net Sales in a given Calendar Year exceeding [***]: [***] Annual Net Sales in a given Calendar Year exceeding [***]: [***] (ii) For clarity, (i) if Annual Net Sales of a Sole Licensed Product exceed [***] in a given Calendar Year, and had not exceeded [***] in any prior Calendar Year, then Biogen Idec will make a one-time payment to PTI under this Section 6.4(d) of [***] with respect to such Sole Licensed Product and (ii) no sales milestones will be payable in respect of Net Sales of Co-Developed Licensed Products or Co-Commercialized Products. (iii) If by the end of the second year of the Research Program, PTI has not submitted to the JRC a Lead Compound that meets the Development Compound Criteria, or if PTI has submitted such a Lead Compound to the JRC within such time but the JRC subsequently determines that such Lead Compound does not meet the Development Compound Criteria through the JRC decision-making and escalation process set forth in Section 2.3(d), and is therefore not designated by Biogen Idec as a Development Compound, then with respect to the Licensed Product that contains or consists of the first Lead Compound to be designated as a Development Compound or any Licensed Product that contains or consists of a Back-Up Compound to such first Development Compound, the above Sales Milestone Payments due to PTI will be reduced by [***] per Calendar Quarter for each Calendar Quarter that the JRC’s determination that the first Lead Compound has met the Development Compound Criteria is delayed after the end of such second year of the Research Plan. For clarity, (i) the above reduction will be calculated by multiplying the applicable Sales Milestone Payment above by [***] the same number of times as there were Calendar Quarters of delay and (ii) if the submission made by PTI appropriately addresses all Development Compound Criteria and the JRC determines that a Lead Compound does meet the Development Compound Criteria in a Calendar Quarter that is later than the Calendar Quarter in which PTI made such submission, the date of PTI’s submission of such complete information on such Lead Compound to the JRC will be the date of the JRC’s determination for purposes of calculating any reduction in Sales Milestone Payments under this Section 6.4(d). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Sales Milestones. (ia) Biogen Idec In partial consideration of the rights and licenses granted by Cellectis to AstraZeneca hereunder and subject to the terms of this Agreement, on a Licensed Product-by-Licensed Product basis, AstraZeneca will pay PTI Cellectis the following payments within amounts set forth in Table 9.3.2(a) below (each, a “Sales Milestone Payment”) upon the first achievement during the Term of the corresponding milestone event set forth below (each, a “Sales Milestone Event”) for such Licensed Product. For the avoidance of doubt, such Sales Milestone Payments shall be payable once per Licensed Product. (a) Sales Milestones (b) AstraZeneca will give Cellectis written notice of the achievement of a Sales Milestone Event no later than [***] after the end of the applicable Calendar Years when Annual Net Sales of each Sole Licensed Product in a given Calendar Year first reach in which such Sales Milestone Event was achieved by AstraZeneca any of its Affiliates or by AstraZeneca’s or its Affiliates’ Sublicensees. Cellectis shall submit an invoice to AstraZeneca promptly following receipt of such notice for the respective thresholds indicated below: Annual Net full amount of the corresponding Sales in a given Calendar Year exceeding [***]: Milestone Payment, which amount will be payable within [***] Annual after AstraZeneca receipt of such invoice. (c) For the sake of clarity, if two (2) or more Sales Milestone Events are achieved in the same Calendar Year with respect to the same Licensed Product, then AstraZeneca will pay all of the corresponding Sales Milestone Payments when such Sales Milestone Payments becomes due. (d) With respect to each Licensed Product in each country in the Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country, Net Sales of such Licensed Product in a given Calendar Year exceeding such country will be excluded for purposes of calculating the Net Sales for the Sales Milestone Events. (e) Notwithstanding anything to the contrary in this Section 9.3.2 (Sales Milestones), in the event that the [***]] of a Licensed Product: [***] (ii) For clarity, (i) if Annual Net Sales of a Sole then such modified Licensed Product exceed [***] in shall constitute a given Calendar Year, and had not exceeded [***] in any prior Calendar Year, then Biogen Idec will make a one-time payment to PTI under separate Licensed Product from such initial Licensed Product for the purposes of this Section 6.4(d) of [***] with respect to such Sole Licensed Product and 9.3.2 (ii) no sales milestones will be payable in respect of Net Sales of Co-Developed Licensed Products or Co-Commercialized Products. (iii) If by the end of the second year of the Research Program, PTI has not submitted to the JRC a Lead Compound that meets the Development Compound Criteria, or if PTI has submitted such a Lead Compound to the JRC within such time but the JRC subsequently determines that such Lead Compound does not meet the Development Compound Criteria through the JRC decision-making and escalation process set forth in Section 2.3(dMilestones), and is therefore not designated by Biogen Idec as a Development Compound, then with respect to the Licensed Product that contains or consists of the first Lead Compound to be designated as a Development Compound or any Licensed Product that contains or consists of a Back-Up Compound to such first Development Compound, the above Sales Milestone Payments due to PTI will be reduced by [***] per Calendar Quarter for each Calendar Quarter that the JRC’s determination that the first Lead Compound has met the Development Compound Criteria is delayed after the end of such second year of the Research Plan. For clarity, (i) the above reduction will be calculated by multiplying the applicable Sales Milestone Payment above by [***] the same number of times as there were Calendar Quarters of delay and (ii) if the submission made by PTI appropriately addresses all Development Compound Criteria and the JRC determines that a Lead Compound does meet the Development Compound Criteria in a Calendar Quarter that is later than the Calendar Quarter in which PTI made such submission, the date of PTI’s submission of such complete information on such Lead Compound to the JRC will be the date of the JRC’s determination for purposes of calculating any reduction in Sales Milestone Payments under this Section 6.4(d). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “; [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDthen such Licensed Product shall constitute the same Licensed Product as the Licensed Product that was Developed under the initial Research Plan therefor for the purposes of this Section 9.3.2 (Sales Milestones).

Sales Milestones. (i) Biogen Idec will pay PTI the following payments within [***] after the end of the applicable Calendar Years when Annual Net Sales of each Sole Licensed Product in a given Calendar Year first reach the respective thresholds indicated below: Milestone Payment Annual Net Sales in a given Calendar Year exceeding [***]: [***] Annual Net Sales in a given Calendar Year exceeding [***]: [***] (ii) For clarity, (i) if Annual Net Sales of a Sole Licensed Product exceed [***] in a given Calendar Year, and had not exceeded [***] in any prior Calendar Year, then Biogen Idec will make a one-time payment to PTI under this Section 6.4(d) of [***] with respect to such Sole Licensed Product and (ii) no sales milestones will be payable in respect of Net Sales of Co-Developed Licensed Products or Co-Commercialized Products. (iii) If by the end of the second year of the Research Program, PTI has not submitted to the JRC a Lead Compound that meets the Development Compound Criteria, or if PTI has submitted such a Lead Compound to the JRC within such time but the JRC subsequently determines that such Lead Compound does not meet the Development Compound Criteria through the JRC decision-making and escalation process set forth in Section 2.3(d), and is therefore not designated by Biogen Idec as a Development Compound, then with respect to the Licensed Product that contains or consists of the first Lead Compound to be designated as a Development Compound or any Licensed Product that contains or consists of a Back-Up Compound to such first Development Compound, the above Sales Milestone Payments due to PTI will be reduced by [***] per Calendar Quarter for each Calendar Quarter that the JRC’s determination that the first Lead Compound has met the Development Compound Criteria is delayed after the end of such second year of the Research Plan. For clarity, (i) the above reduction will be calculated by multiplying the applicable Sales Milestone Payment above by [***] the same number of times as there were Calendar Quarters of delay and (ii) if the submission made by PTI appropriately addresses all Development Compound Criteria and the JRC determines that a Lead Compound does meet the Development Compound Criteria in a Calendar Quarter that is later than the Calendar Quarter in which PTI made such submission, the date of PTI’s submission of such complete information on such Lead Compound to the JRC will be the date of the JRC’s determination for purposes of calculating any reduction in Sales Milestone Payments under this Section 6.4(d). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.. Execution Version

Sales Milestones. (i) Biogen Idec will pay PTI 6.5.1. Subject to the terms of this Agreement, following Option Exercise for a Collaboration Program, Allergan shall make the following payments within [***] to Exicure (the “Sales Milestone Payments”) after the end achievement of the applicable Calendar Years when Annual Net Sales of each Sole Licensed Product in a given Calendar Year first reach the respective thresholds indicated below: Annual Net Sales in a given Calendar Year exceeding [***]: [***] Annual Net Sales in a given Calendar Year exceeding [***]: [***] (ii) For clarity, (i) if Annual Net Sales of a Sole Licensed Product exceed [***] in a given Calendar Year, and had not exceeded [***] in any prior Calendar Year, then Biogen Idec will make a one-time payment to PTI under this Section 6.4(d) of [***] event set forth below with respect to such Sole Licensed Product and (ii) no sales milestones will be payable in respect of Net Sales of Co-Developed Licensed Products or Co-Commercialized Products. (iii) If by the end of the second year of the Research Program, PTI has not submitted to the JRC a Lead Compound that meets the Development Compound Criteria, or if PTI has submitted such a Lead Compound to the JRC within such time but the JRC subsequently determines that such Lead Compound does not meet the Development Compound Criteria through the JRC decision-making and escalation process set forth in Section 2.3(d), and is therefore not designated by Biogen Idec as a Development Compound, then with respect to the Licensed Product that contains or consists of the first Lead Compound to be designated as a Development Compound or any Licensed Product that contains or consists of a Back-Up Compound to such first Development Compound, the above Sales Milestone Payments due to PTI will be reduced by [***] per Calendar Quarter for each Calendar Quarter that the JRC’s determination that the first Lead Compound has met the Development Compound Criteria is delayed after the end of such second year of the Research Plan. For clarity, (i) the above reduction will be calculated by multiplying the applicable Sales Milestone Payment above by [***] the same number of times as there were Calendar Quarters of delay and (ii) if the submission made by PTI appropriately addresses all Development Compound Criteria and the JRC determines that a Lead Compound does meet the Development Compound Criteria in a Calendar Quarter that is later than the Calendar Quarter in which PTI made such submission, the date of PTI’s submission of such complete information on such Lead Compound to the JRC will be the date of the JRC’s determination for purposes of calculating any reduction in Sales Milestone Payments under this Section 6.4(d). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT THE COMPANY HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT (THE “COMMISSION”) PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. to aggregate Net Sales of all Licensed Products arising out of or from such Collaboration Program (the “Sales Milestone Events”): First Calendar Year in which aggregate global Net Sales of all Licensed Products arising out of or from the applicable Collaboration Program are greater than or equal to ***** ***** First Calendar Year in which aggregate global Net Sales of all Licensed Products arising out of or from the applicable Collaboration Program are greater than or equal to ***** ***** First Calendar Year in which aggregate global Net Sales of all Licensed Products arising out of or from the applicable Collaboration Program are greater than or equal to ***** ***** 6.5.2. Each of the Sales Milestone Payments is payable on a Collaboration Program-by-Collaboration Program basis only once with respect to the Licensed Products arising out of or from a Collaboration Program upon the first achievement of each Sales Milestone Event. If multiple Sales Milestone Events for a Collaboration Program are first achieved within the same Calendar Year, only the largest Sales Milestone Payment for a Sales Milestone Event so achieved shall be payable for such Calendar Year, and the Sales Milestone Payments for any other Sales Milestone Event so achieved shall remain payable in the next subsequent Calendar Year when such Sales Milestone Event is again achieved. 6.5.3. Allergan shall deliver to Exicure written notice of the achievement of any Sales Milestone Event for which a Sales Milestone Payment is payable hereunder, together with the corresponding Sales Milestone Payment, within ***** days after achievement of the applicable Sales Milestone Event.

Sales Milestones. In partial consideration of the license rights granted by Licensor to Licensee hereunder and subject to the terms and conditions of this Agreement, Licensee shall pay to Licensor sales milestone payments with respect to Net Sales of Licensed Products in the Territory (the “Sales Milestone Payments”) as follows: (i) Biogen Idec in the event that [***], Licensee shall pay to Licensor [***]; (ii) in the event that [***], Licensee shall pay to Licensor [***]; (iii) in the event that [***], Licensee shall pay to Licensor [***]; (iv) in the event that [***], Licensee shall pay to Licensor [***]; and (v) in the event that [***], Licensee shall pay to Licensor [***]. With respect to each Licensed Product in each country in the Territory, from and after the expiration of the Royalty Term for such Licensed Product in such country, Net Sales of such Licensed Product in such country shall be excluded for purposes of calculating the Net Sales thresholds and ceilings set forth in this Section 6.2.2 (Sales Milestones). Each milestone payment in this Section 6.2.2 (Sales Milestones) shall be payable only once upon the first achievement of such milestone in a given Calendar Year and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent Calendar Years. In the event that in a given Calendar Year more than one (1) of the foregoing thresholds set forth in clauses (i) through (v) of this Section 6.2.2 (Sales Milestones) is exceeded, Licensee shall pay to Licensor a separate milestone payment with respect to each such threshold that is exceeded in such Calendar Year. Licensee will pay PTI notify Licensor of the achievement of any sales milestone under this Section 6.2.2 (Sales Milestones) within [***] following payments the end of the Calendar Year in which such milestone was achieved. Each such milestone payment shall be due within [***] after the end Licensee’s receipt of the applicable Calendar Years when Annual Net Sales of each Sole Licensed Product in a given Calendar Year first reach the respective thresholds indicated below: Annual Net Sales in a given Calendar Year exceeding [***]: [***] Annual Net Sales in a given Calendar Year exceeding [***]: [***] (ii) For clarity, (i) if Annual Net Sales of a Sole Licensed Product exceed [***] in a given Calendar Year, and had not exceeded [***] in any prior Calendar Year, then Biogen Idec will make a one-time payment to PTI under this Section 6.4(d) of [***] with respect to such Sole Licensed Product and (ii) no sales milestones will be payable in respect of Net Sales of Co-Developed Licensed Products or Co-Commercialized Productsan invoice therefor from Licensor. (iii) If by the end of the second year of the Research Program, PTI has not submitted to the JRC a Lead Compound that meets the Development Compound Criteria, or if PTI has submitted such a Lead Compound to the JRC within such time but the JRC subsequently determines that such Lead Compound does not meet the Development Compound Criteria through the JRC decision-making and escalation process set forth in Section 2.3(d), and is therefore not designated by Biogen Idec as a Development Compound, then with respect to the Licensed Product that contains or consists of the first Lead Compound to be designated as a Development Compound or any Licensed Product that contains or consists of a Back-Up Compound to such first Development Compound, the above Sales Milestone Payments due to PTI will be reduced by [***] per Calendar Quarter for each Calendar Quarter that the JRC’s determination that the first Lead Compound has met the Development Compound Criteria is delayed after the end of such second year of the Research Plan. For clarity, (i) the above reduction will be calculated by multiplying the applicable Sales Milestone Payment above by [***] the same number of times as there were Calendar Quarters of delay and (ii) if the submission made by PTI appropriately addresses all Development Compound Criteria and the JRC determines that a Lead Compound does meet the Development Compound Criteria in a Calendar Quarter that is later than the Calendar Quarter in which PTI made such submission, the date of PTI’s submission of such complete information on such Lead Compound to the JRC will be the date of the JRC’s determination for purposes of calculating any reduction in Sales Milestone Payments under this Section 6.4(d). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Sales Milestones. FibroGen will make the one-time milestone payments set forth in Table 8.3(b) upon the first achievement by FibroGen or its Affiliates or Sublicensees of the corresponding milestone event by the first Licensed Product for each Licensed Program. 1 [*] [*] 2 [*] [*] 3 [*] [*] Maximum total milestone payments per program [*] Each milestone payment under this Section 8.3 (Milestone Payments) is non-refundable and non-creditable and payable only once for each Licensed Program, upon the first achievement by FibroGen or its Affiliate or Sublicensee for a Licensed Product Directed To an Exclusive Target in the Territory that is the subject of each such Licensed Program, notwithstanding whether a Licensed Product achieves the milestone event more than once or whether more than one Licensed Product Directed To an Exclusive Target achieves a milestone event. If any of R&D and regulatory milestones events 2 through 5 are achieved by a given Licensed Product prior to achievement of any of the preceding R&D and regulatory milestone events 1 through 4 for such Licensed Product, all preceding milestone events not previously achieved for such Licensed Product shall be deemed to be achieved and payable upon achievement of the applicable R&D [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) Biogen Idec will pay PTI not material and (ii) would likely cause competitive harm to the following payments within company if publicly disclosed. and regulatory milestone events for such Licensed Product. If [*] events are achieved in the same Calendar Quarter or the same Calendar Year, then [*]. FibroGen will provide HFB with written notice of the achievement of the milestone event in this Section 8.3(a) (R&D and Regulatory Milestones) no later than [*] after the end achievement of the applicable Calendar Years when Annual Net Sales milestone event by FibroGen or any of each Sole Licensed Product in a given Calendar Year first reach the respective thresholds indicated below: Annual Net Sales in a given Calendar Year exceeding its Affiliates, or within [***]: ] after FibroGen has knowledge of the achievement of the applicable milestone event by a Sublicensee. HFB will invoice FibroGen following receipt of such written notice as soon as reasonably practicable and FibroGen will pay the associated milestone payment no later than [***] Annual Net Sales in a given Calendar Year exceeding [***]: [***] (ii) For clarity, (i) if Annual Net Sales after the receipt of a Sole Licensed Product exceed [***] in a given Calendar Year, and had not exceeded [***] in any prior Calendar Year, then Biogen Idec will make a one-time such invoice. Such payment to PTI under this Section 6.4(d) of [***] with respect to such Sole Licensed Product and (ii) no sales milestones will be payable in respect made by wire transfer of Net Sales of Co-Developed Licensed Products or Co-Commercialized Products. (iii) If by the end of the second year of the Research Program, PTI has not submitted to the JRC a Lead Compound that meets the Development Compound Criteria, or if PTI has submitted such a Lead Compound to the JRC within such time but the JRC subsequently determines that such Lead Compound does not meet the Development Compound Criteria through the JRC decision-making and escalation process set forth in Section 2.3(d), and is therefore not immediately available funds into an account designated by Biogen Idec as a Development Compound, then with respect to the Licensed Product that contains or consists of the first Lead Compound to be designated as a Development Compound or any Licensed Product that contains or consists of a Back-Up Compound to such first Development Compound, the above Sales Milestone Payments due to PTI will be reduced by [***] per Calendar Quarter for each Calendar Quarter that the JRC’s determination that the first Lead Compound has met the Development Compound Criteria is delayed after the end of such second year of the Research Plan. For clarity, (i) the above reduction will be calculated by multiplying the applicable Sales Milestone Payment above by [***] the same number of times as there were Calendar Quarters of delay and (ii) if the submission made by PTI appropriately addresses all Development Compound Criteria and the JRC determines that a Lead Compound does meet the Development Compound Criteria in a Calendar Quarter that is later than the Calendar Quarter in which PTI made such submission, the date of PTI’s submission of such complete information on such Lead Compound to the JRC will be the date of the JRC’s determination for purposes of calculating any reduction in Sales Milestone Payments under this Section 6.4(d). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDHFB.

Sales Milestones. In addition to all other amounts payable under this Agreement, Cubist shall make non-refundable, non-creditable milestone payments set forth below to Alnylam upon the achievement of the milestone events set forth below, such payment to be made as set forth below: Calendar Year Net Sales of Licensed Product in the Royalty Territory greater than $[]* $[]* Calendar Year Net Sales of Licensed Product in the Royalty Territory greater than $[]* $[]* Calendar Year Net Sales of Licensed Product in the Royalty Territory greater than $[]* $[]* *Confidential Treatment Requested. Omitted portions filed separately with the Commission. *The milestone payments for RSV02 Products and Additional RSV Products shall be []* percent (i[]*%) Biogen Idec will of the amounts set forth in the chart above. The milestone payments set forth in this Section 7.3 shall each be payable only once, upon the first achievement of the applicable Net Sales threshold in a given Calendar Year; provided that if any such success milestone is first achieved by an RSV02 Product or an Additional RSV Product such that Cubist pays []* percent ([]*%) of the amount set forth in the table above in connection with the achievement of such milestone, then []* percent ([]*%) of such milestone amount shall be paid by Cubist if the milestone event is subsequently achieved by an RSV01 Product. For purposes of determining whether a milestone event set forth in this Section 7.3 has occurred (and without creating an obligation to pay PTI the following milestone more than once as set forth in the preceding paragraph of this Section 7.3), Calendar Year Net Sales shall be calculated for each Licensed Product separately. If more than one of such milestone events first occurs based on sales of Licensed Product in the same Calendar Year, all of such milestone payments within shall be paid for such Calendar Year. If a milestone payment set forth above is earned based on Net Sales over a period that is shorter in duration than a full Calendar Year, such payment shall become due and payable [***] ]* after the end of the applicable Calendar Years when Annual Net Sales of each Sole Licensed Product in a given Calendar Year first reach the respective thresholds indicated below: Annual Net Sales in a given Calendar Year exceeding [***]: [***] Annual Net Sales in a given Calendar Year exceeding [***]: [***] (ii) For clarity, (i) if Annual Net Sales of a Sole Licensed Product exceed [***] in a given Calendar Year, and had not exceeded [***] in any prior Calendar Year, then Biogen Idec will make a one-time payment to PTI under this Section 6.4(d) of [***] with respect to such Sole Licensed Product and (ii) no sales milestones will be payable in respect of Net Sales of Co-Developed Licensed Products or Co-Commercialized Products. (iii) If by the end of the second year of the Research Program, PTI has not submitted to the JRC a Lead Compound that meets the Development Compound Criteria, or if PTI has submitted such a Lead Compound to the JRC within such time but the JRC subsequently determines that such Lead Compound does not meet the Development Compound Criteria through the JRC decision-making and escalation process set forth in Section 2.3(d), and is therefore not designated by Biogen Idec as a Development Compound, then with respect to the Licensed Product that contains or consists of the first Lead Compound to be designated as a Development Compound or any Licensed Product that contains or consists of a Back-Up Compound to such first Development Compound, the above Sales Milestone Payments due to PTI will be reduced by [***] per Calendar Quarter for each Calendar Quarter that the JRC’s determination that the first Lead Compound has met the Development Compound Criteria is delayed after the end of such second year of the Research Plan. For clarity, (i) the above reduction will be calculated by multiplying the applicable Sales Milestone Payment above by [***] the same number of times as there were Calendar Quarters of delay and (ii) if the submission made by PTI appropriately addresses all Development Compound Criteria and the JRC determines that a Lead Compound does meet the Development Compound Criteria in a Calendar Quarter that is later than the Calendar Quarter in which PTI made such submission, the date of PTI’s submission of such complete information on such Lead Compound to the JRC will be the date of the JRC’s determination for purposes of calculating any reduction in Sales Milestone Payments under this Section 6.4(d). CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDmilestone event is achieved.