Common use of Sales-Based Milestones Clause in Contracts

Sales-Based Milestones. 6.4.1 In partial consideration of the license rights granted by Galapagos to ▇▇▇▇▇▇ hereunder, subject to Section 6.4.2, if the Net Sales of a particular Licensed Product made by ▇▇▇▇▇▇ or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), ▇▇▇▇▇▇ shall pay to Galapagos a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, ▇▇▇▇▇▇ shall pay to Galapagos a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net 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, a “Annual Net Sales-Based Milestone Payment Date”). Greater than […***…] Dollars ($[…***…]) $ […***…] Greater than […***…] Dollars ($[…***…]) $ […***…] Greater than […***…] Dollars ($[…***…]) $ […***…] 6.4.2 Notwithstanding anything contained in Section 6.4.1, each milestone payment in this Section 6.4 shall be payable only upon the first achievement of such milestone, and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent Calendar Years.

Sales-Based Milestones. 6.4.1 In partial As further consideration of the license rights granted by Galapagos to ▇▇▇▇▇▇ AbbVie hereunder, subject to Section 6.4.2, if the Net Sales of a particular Licensed Product made by ▇▇▇▇▇▇ or any of its Affiliates or Sublicensees the Products in the Royalty Territory in a given Calendar Year exceeds exceed a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), ▇▇▇▇▇▇ AbbVie shall pay to Galapagos a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, ▇▇▇▇▇▇ AbbVie shall pay to Galapagos a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within […***…] ([…***…]) days of the end first achievement of the Calendar Year in which such milestone was achieved (each, a an “Annual Net Sales-Based Milestone Payment Date”). Greater than […***…] Dollars ($[…***…]) $ $[…***…] Greater than […***…] Dollars ($[…***…]) $ […***…] Greater than […***…] Dollars ($[…***…]) $ […***…] 6.4.2 Notwithstanding anything contained in Section 6.4.1, each milestone payment in this Section 6.4 shall be payable only once upon the first achievement of such milestone, and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent Calendar Years. For clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 6.4 is […***…] Dollars ($[…***…]).

Sales-Based Milestones. 6.4.1 In partial As further consideration of the license rights under the Galapagos Patents, the related Galapagos Know-How, Galapagos’ interest in the Joint Patents and the related Joint Know-How granted by Galapagos to ▇▇▇▇▇▇ hereunderAbbVie hereunder pursuant to Section 5.1.1, subject to Section 6.4.2, if the Net Sales of a particular Licensed Product made by ▇▇▇▇▇▇ or any of its Affiliates or Sublicensees the Products in the Royalty Territory in a given Calendar Year exceeds exceed a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), ▇▇▇▇▇▇ AbbVie shall pay to Galapagos a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, ▇▇▇▇▇▇ AbbVie shall pay to Galapagos a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be due within […...***…...] ([…***…]) days of the end first achievement of the Calendar Year in which such milestone was achieved (each, a an “Annual Net Sales-Based Milestone Payment Date”). Greater than […...***…...] Dollars ($[…...***…...]) $ […...***…... ] Greater than […...***…...] Dollars ($[…...***…...]) $ […...***…] Greater than […***…] Dollars ($[…***…]) $ […***…... ] 6.4.2 Notwithstanding anything contained in Section 6.4.1, each milestone payment in this Section 6.4 shall be payable only once upon the first achievement of such milestone, and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent Calendar Years. For clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 6.4 is [...***...] Dollars ($[...***...]).

Sales-Based Milestones. 6.4.1 5.3.1 In partial consideration of the license rights granted by Galapagos Lightlake to ▇▇▇▇▇▇ Adapt hereunder, subject to Section 6.4.2, if in the event that the aggregate of all Net Sales of a particular Licensed Product made by ▇▇▇▇▇▇ or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales Milestone Threshold”) set forth in the left-hand column of the table immediately below for such Calendar Year (the “Annual Net Sales-Based Milestone Table”), ▇▇▇▇▇▇ Adapt shall pay to Galapagos Lightlake a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If In the event that in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, ▇▇▇▇▇▇ Adapt shall pay to Galapagos Lightlake a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net 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, a an “Annual Net Sales-Based Milestone Payment Date”). Greater than […***…] Thirty Million Dollars ($[…***…]30,000,000) $ […***…] Greater than […***…] Two Million Dollars ($[…***…]2,000,000) $ […***…] Greater than […***…] Forty Million Dollars ($[…***…]40,000,000) $ […***…]Six Million Dollars ($6,000,000) Fifty-Five Million Dollars ($55,000,000) Ten Million Dollars ($10,000,000) Seventy-Five Million Dollars ($75,000,000) Fifteen Million Dollars ($15,000,000) Two Hundred Million Dollars ($200,000,000) Fifteen Million Dollars ($15,000,000) 6.4.2 5.3.2 Notwithstanding anything contained in Section 6.4.15.3.1, each milestone payment in this Section 6.4 5.3 shall be payable only upon the first achievement of such milestonemilestone in a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent Calendar Years. The maximum aggregate amount payable by Adapt pursuant to this Section 5.3 is Forty-Eight Million Dollars ($48,000,000).

Sales-Based Milestones. 6.4.1 In partial consideration of the license rights granted by Galapagos Ablynx to ▇▇▇▇▇▇ AbbVie hereunder, subject to Section 6.4.2, if the 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 Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), ▇▇▇▇▇▇ AbbVie shall pay to Galapagos Ablynx a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, ▇▇▇▇▇▇ AbbVie shall pay to Galapagos Ablynx a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net 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, a an “Annual Net Sales-Based Milestone Payment Date”). Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] 6.4.2 Notwithstanding anything contained in Section 6.4.1, each milestone payment in this Section 6.4 shall be payable only upon the first achievement of such milestone, and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent Calendar Years. For example, if in the first Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net Sales-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid. If in the second Calendar Year after the First Commercial Sale Net Sales equal […***…]Dollars ($[…***…]), then no Annual Net Sales-Based Milestone Payment would be paid. If in the third Calendar Year after the First Commercial Sale Net Sales equal […***…]Dollars ($[…***…]), then no Annual Net Sales-Based Milestone Payment would be paid. If in the fourth Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net 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-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid. If in the fifth Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net Sales-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid and no additional Annual Net Sales-Based Milestone Payment would be paid subsequently. For purposes of clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 6.4 is […***…] Dollars ($[…***…]).

Sales-Based Milestones. 6.4.1 In partial consideration of the license rights granted by Galapagos Ablynx to ▇▇▇▇▇▇ AbbVie hereunder, subject to Section 6.4.2, if the 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 Milestone Threshold”) set forth in the left-hand column of the table immediately below (the “Annual Net Sales-Based Milestone Table”), ▇▇▇▇▇▇ AbbVie shall pay to Galapagos Ablynx a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column of the Annual Net Sales-Based Milestone Table. If in a given Calendar Year more than one (1) Annual Net Sales Milestone Threshold is exceeded, ▇▇▇▇▇▇ AbbVie shall pay to Galapagos Ablynx a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net 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, a an “Annual Net Sales-Based Milestone Payment Date”). Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] Equal to or Greater than […...***…...] Dollars ($[…...***…...]) $ $[…...***…...] 6.4.2 Notwithstanding anything contained in Section 6.4.1, each milestone payment in this Section 6.4 shall be payable only upon the first achievement of such milestone, and no amounts shall be due for subsequent or repeated achievements of such milestone in subsequent Calendar Years. For example, if in the first Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net Sales-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid. If in the second Calendar Year after the First Commercial Sale Net Sales equal […***…]Dollars ($[…***…]), then no Annual Net Sales-Based Milestone Payment would be paid. If in the third Calendar Year after the First Commercial Sale Net Sales equal […***…]Dollars ($[…***…]), then no Annual Net Sales-Based Milestone Payment would be paid. If in the fourth Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net 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-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid. If in the fifth Calendar Year after the First Commercial Sale Net Sales equal […***…] Dollars ($[…***…]), then an Annual Net Sales-Based Milestone Payment of […***…] Dollars ($[…***…]) would be paid and no additional Annual Net Sales-Based Milestone Payment would be paid subsequently. For purposes of clarity, the maximum aggregate amount payable by AbbVie pursuant to this Section 6.4 is One Hundred Fifty Million Dollars ($150,000,000.00).