Common use of Sales Milestones Clause in Contracts

Sales Milestones. Subject to the terms of this Section 5.5 (and subject further to Section 5.6), Celgene will notify Prothena within [***] ([***]) days after the end of the Calendar Quarter during which a given milestone event described below in this Section 5.5 was first achieved by Celgene under this Agreement and after the Effective Date with respect to the Licensed Products, and Celgene shall thereafter pay the applicable amounts set forth below associated with the applicable milestone event in accordance with Section 5.5.2 (each, a “Sales Milestone Payment”): Sales Milestone Event Sales Milestone Payment First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) Each of the foregoing milestones in this Section 5.5.1 shall be payable a maximum of one (1) time as set forth in the foregoing chart regardless of the number of times the applicable milestone event was achieved (i.e., a maximum of four (4) Sales Milestone Payments may be made pursuant to this Section 5.5.1), and no Sales Milestone Payment shall be due hereunder for subsequent or repeated achievement of such milestone event. For the avoidance of doubt, the maximum amount payable by Celgene pursuant to this Section 5.5.1 is Three Hundred Seventy-Five Million Dollars ($375,000,000) assuming that each of the milestone events in this Section 5.5.1 were achieved. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Sales Milestones. Subject to the terms of this Section 5.5 5.4 (and subject further to Section 5.65.5), Celgene will notify Prothena within [***] ([***]) days after the end of the Calendar Quarter during which a given milestone event described below in this Section 5.5 5.4 was first achieved by Celgene under this Agreement and after the Effective Date with respect to the Licensed Products, and Celgene shall thereafter pay the applicable amounts set forth below associated with the applicable milestone event in accordance with Section 5.5.2 5.4.2 (each, a “Sales Milestone Payment”): CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Sales Milestone Event Sales Milestone Payment Licensed Product other than an Enabled Antibody Product Enabled Antibody Product First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) (“First Sales Milestone Event”) [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year [***] Dollars ($[***]) [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) Each [***] Dollars ($[***]) TOTAL $375,000,000 $291,000,000 Subject to the remainder of this Section 5.4.1, each of the foregoing milestones in this Section 5.5.1 5.4.1 shall be payable a maximum of one (1) time as set forth in the foregoing chart regardless of the number of times the applicable milestone event was achieved (i.e., a maximum of four (4) Sales Milestone Payments may be made pursuant to this Section 5.5.15.4.1), and no Sales Milestone Payment shall be due hereunder for subsequent or repeated achievement of such milestone eventevent (whether by an Enabled Antibody Product or any other Licensed Product). For the avoidance of doubt, (a) the maximum amount payable by Celgene pursuant to this Section 5.5.1 5.4.1 is Three Hundred Seventy-Five Million Dollars ($375,000,000) assuming that each of the milestone events in this Section 5.5.1 5.4.1 were achievedachieved by a Licensed Product that is not an Enabled Antibody Product, (b) the maximum amount payable by Celgene pursuant to this Section 5.4.1 is Two Hundred Ninety-One Million Dollars ($291,000,000) assuming that each of the milestone events in this Section 5.4.1 were achieved by a Licensed Product that is an Enabled Antibody Product, and (c) in the event that any of the foregoing milestones in this Section 5.4.1 is first achieved for an Enabled Antibody Product, (i) Celgene shall pay the applicable amount with respect to Enabled Antibody Product set forth above associated with the applicable milestone event in lieu of the amount with respect to Licensed Product other than Enabled Antibody Product set forth above, and (ii) subject to the immediate subsequent sentence of this Section 5.4.1, no Sales Milestone Payment shall be due hereunder for subsequent or repeated CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. achievement of such milestone event (whether by an Enabled Antibody Product or any other Licensed Product). Notwithstanding the foregoing, in the event that any of the foregoing milestones in this Section 5.4.1 is first achieved for an Enabled Antibody Product and such milestone is subsequently achieved for the first (and only the first) Licensed Product that is not an Enabled Antibody Product (“First Subsequent Sales Milestone”), then Celgene will notify Prothena within [***] Certain information in this document has been omitted days after the end of the Calendar Quarter during which such First Subsequent Sales Milestone was first achieved and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect shall be obligated to pay Prothena an additional amount equal to the omitted portionsportion of the Sales Milestone Payment for such First Subsequent Sales Milestone in excess of the applicable Sales Milestone Payment for Enabled Antibody Product associated with such milestone event. By way of example, solely for illustrative purposes, if the First Sales Milestone Event is first achieved for an Enabled Antibody Product and subsequently achieved for a Licensed Product that is not an Enabled Antibody Product, then Celgene shall pay to Prothena [***] Dollars ($[***]) for such First Subsequent Sales Milestone.

Sales Milestones. Subject to the terms of this Section 5.5 5.4 (and subject further to Section 5.65.5), Celgene will notify Prothena within [***] ([***]) days after the end of the Calendar Quarter during which a given milestone event described below in this Section 5.5 5.4 was first achieved by Celgene under this Agreement and after the Effective Date with respect to the Licensed Products, and Celgene shall thereafter pay the applicable amounts set forth below associated with the applicable milestone event in accordance with Section 5.5.2 5.4.2 (each, a “Sales Milestone Payment”): Sales Milestone Event Sales Milestone Payment First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) Each of the foregoing milestones in this Section 5.5.1 5.4.1 shall be payable a maximum of one (1) time as set forth in the foregoing chart regardless of the number of times the applicable milestone event was achieved (i.e., a maximum of four (4) Sales Milestone Payments may be made pursuant to this Section 5.5.15.4.1), and no Sales Milestone Payment shall be due hereunder for subsequent or repeated achievement of such milestone event. For the avoidance of doubt, the maximum amount payable by Celgene pursuant to this Section 5.5.1 5.4.1 is Three Hundred Seventy-Five Million Dollars ($375,000,000) assuming that each of the milestone events in this Section 5.5.1 5.4.1 were achieved. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Sales Milestones. Subject to the terms of this Section 5.5 6.4 (and subject further to Section 5.6Sections 6.6, 6.9 and 6.10), Celgene BMS will notify Prothena Immatics within [***] ([***]) days after the end of the Calendar Quarter [***] during which a given milestone event described below in this Section 5.5 6.4.3 (each, a “Sales Milestone Event” and together with any Regulatory Milestone Event, each, a “Milestone Event”) was first achieved by Celgene BMS under this Agreement and after the Effective Date with respect to the Licensed Productseach BMS Product, and Celgene BMS shall thereafter pay the applicable amounts set forth below associated with the applicable milestone event in accordance with Section 5.5.2 6.4.4 (each, a “Sales Milestone Payment” and together with any Regulatory Milestone Payment, each, a “Milestone Payment”): Sales Milestone Event Sales Milestone Payment First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars Certain confidential information contained in this document, marked by [**], has been omitted because Immatics N.V. ($the “Company”) has determined that the information (i) is not material and (ii) is customarily and actually treated by the Company as private or confidential. Sales Milestone Event Sales Milestone Payment [***]) ] [***] Each of the foregoing milestones in this Section 5.5.1 6.4.3 shall be payable a maximum of one (1) time for a given BMS Product as set forth in the foregoing chart regardless of the number of times the applicable milestone event was achieved (i.e., a maximum of four (4) Sales Milestone Payments may be made pursuant to this Section 5.5.1)achieved, and no Sales Milestone Payment shall be due hereunder for any subsequent or repeated achievement of such milestone eventevent by the same BMS Product. The foregoing milestones are [***]. For the avoidance of doubt, the maximum amount payable by Celgene pursuant to this Section 5.5.1 is Three Hundred Seventy-Five Million Dollars ($375,000,000) [***], assuming that each of the milestone events in this Section 5.5.1 6.4.3 were achieved. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested achieved with respect to such BMS Product. For clarity, if no royalty is payable on a given unit of BMS Product (e.g., following the omitted portionsBMS Royalty Term for such BMS Product in a given country), then the Net Sales of such unit of BMS Product shall not be included for purposes of determining whether a Sales Milestone Event is achieved. In addition, the Parties hereby agree and acknowledge (on behalf of themselves and their respective Affiliates), notwithstanding anything to the contrary contained in the 2019 Agreements, no Sales Milestones Payments (as defined in the 2019 Agreements) shall be payable by BMS or any of its Affiliates under the 2019 Agreements with respect to any BMS TCR Product (and the sales of any BMS TCR Product shall not count for purposes of determining whether any sales milestones under any 2019 Agreement were achieved), and BMS shall only be responsible for payment of Sales Milestone Payments on a BMS TCR Product pursuant to this Agreement.

Sales Milestones. Subject to the terms of this Section 5.5 (and subject further to Section 5.6), Celgene will notify Prothena within [***] ([***]) days after the end of the Calendar Quarter during which a given milestone event described below in this Section 5.5 was first achieved by Celgene under this Agreement and after the Effective Date with respect to the Licensed Products, and Celgene shall thereafter pay the applicable amounts set forth below associated with the applicable milestone event in accordance with Section 5.5.2 (each, a “Sales Milestone Payment”): CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Sales Milestone Event Sales Milestone Payment First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) Each of the foregoing milestones in this Section 5.5.1 shall be payable a maximum of one (1) time as set forth in the foregoing chart regardless of the number of times the applicable milestone event was achieved (i.e., a maximum of four (4) Sales Milestone Payments may be made pursuant to this Section 5.5.1), and no Sales Milestone Payment shall be due hereunder for subsequent or repeated achievement of such milestone event. For the avoidance of doubt, the maximum amount payable by Celgene pursuant to this Section 5.5.1 is Three Hundred Seventy-Five Million Dollars ($375,000,000) assuming that each of the milestone events in this Section 5.5.1 were achieved. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Sales Milestones. Subject to the terms of this Section 5.5 (and subject further to Section 5.6), Celgene will notify Prothena within [***] ([***]) days after the end of the Calendar Quarter during which a given milestone event described below in this Section 5.5 was first achieved by Celgene under this Agreement and after the Effective Date with respect to the Licensed Products, [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and Celgene shall thereafter pay the applicable amounts set forth below associated with the applicable milestone event in accordance with Section 5.5.2 (each, a “Sales Milestone Payment”): Sales Milestone Event Sales Milestone Payment First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) First achievement of Per Licensed Product Annual Net Sales of the Licensed Products in any single Calendar Year exceeding [***] Dollars ($[***]) [***] Dollars ($[***]) Each of the foregoing milestones in this Section 5.5.1 shall be payable a maximum of one (1) time as set forth in the foregoing chart regardless of the number of times the applicable milestone event was achieved (i.e., a maximum of four (4) Sales Milestone Payments may be made pursuant to this Section 5.5.1), and no Sales Milestone Payment shall be due hereunder for subsequent or repeated achievement of such milestone event. For the avoidance of doubt, the maximum amount payable by Celgene pursuant to this Section 5.5.1 is Three Hundred Seventy-Five Million [***] Dollars ($375,000,000[***]) assuming that each of the milestone events in this Section 5.5.1 were achieved. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.