Common use of Sales-Based Milestones Clause in Contracts

Sales-Based Milestones. In partial consideration of the rights and licenses granted by Caribou to AbbVie hereunder, and subject to Section 6.5.4, in the event that the annual Net Sales of a particular Licensed Product by AbbVie or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 (the “Annual Net Sales-Based Milestone Table”), AbbVie shall pay to Caribou a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Milestone Threshold is exceeded, AbbVie shall pay to Caribou a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based 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, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slot, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether by the same or a different Licensed Product, with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]

Sales-Based Milestones. 6.6.1 In partial consideration of the license rights and licenses granted by Caribou Licensor to AbbVie hereunder, and subject to Section 6.5.46.6.2, in the event that the annual Net Sales of a particular Licensed Product by AbbVie (whether or any of its Affiliates not an Initial Licensed Product or Sublicensees a Follow-On Licensed Product) in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 (the “Annual Net Sales-Based Milestone Table”)immediately below, AbbVie shall pay to Caribou Licensor a non-creditable, non-refundable milestone payment (each, an a “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Tabletable immediately below. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie shall pay to Caribou Licensor a separate non-creditable, non-refundable Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based 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, an “Annual Net Sales-Based Milestone Payment Date”). Each Threshold Annual Net Sales-Based Milestone Sales Levels for a particular Licensed Product Payment Amount Greater than [*], but less than or equal to [*] [*] Greater than [*] [*] 6.6.2 Notwithstanding anything contained in Section 6.6.1, each milestone payment in this Section 6.6 shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotin a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone in subsequent Calendar Years. The maximum aggregate amount payable by the same or a different Licensed Product, with respect AbbVie pursuant to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than this Section is [**] for all Initial Licensed Products, and [*] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]for all Follow-On Licensed Products.

Sales-Based Milestones. In partial consideration of the rights and licenses granted by Caribou Licensor to AbbVie hereunder, and subject to Section 6.5.46.5 (Sales-Based Milestones), in the event that the annual 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-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below (the “Annual Net Sales-Based Milestone Table”), AbbVie shall pay to Caribou Licensor a milestone payment (each, an “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie shall pay to Caribou Licensor a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based 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, an a “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net [†] [†] [†] [†] [†] [†] Notwithstanding anything contained in Section 6.5 (Sales-Based Milestone Payment Milestones), each milestone payment in this Section 6.5 (Sales-Based Milestones) shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with respect to such Program Slotin a Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone in subsequent Calendar Years. The maximum aggregate amount payable by the same or a different Licensed Product, with respect AbbVie pursuant to such Program Slot. Annual Net this Section 6.5 (Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]Milestones) is Four Hundred and Fifty Million Dollars ($450,000,000).

Sales-Based Milestones. In partial consideration of the license rights and licenses granted by Caribou Licensor to AbbVie Licensee hereunder, and subject to Section 6.5.4, in the event that the annual aggregate of all Net Sales of a particular all Licensed Product Products made by AbbVie Licensee or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below (the “Annual Net Sales-Based Milestone Table”), AbbVie Licensee shall pay to Caribou Licensor a milestone payment (each, an a “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie Licensee shall pay to Caribou Licensor a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based 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, an a “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment [***] [***] [***] [***] [***] [***] [***] [***] Notwithstanding anything contained herein, each milestone payment in this Section 4.2.3 shall be payable on a Program Slot-by-Program Slot basis only once upon the first achievement of such milestone with respect to such Program Slotin a Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether by the same or a different Licensed Product, with respect to such Program Slot. Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]milestone in subsequent Calendar Years.

Sales-Based Milestones. In partial consideration of the license rights and licenses granted by Caribou Licensor to AbbVie hereunder, and subject to Section 6.5.4, Denali hereunder in the event that the annual Net Sales of a particular Licensed Product during the applicable Royalty Term made by AbbVie Denali or any of its Affiliates or Sublicensees in a given Calendar Year exceeds a threshold (each, an “Annual Net Sales-Based Sales Milestone Threshold”) set forth in the left-hand column of the table in this Section 6.4.2 immediately below (the “Annual Net Sales-Based Milestone Table”), AbbVie Denali shall pay to Caribou Licensor a milestone payment (each, an a “Annual Net Sales-Based Milestone Payment”) in the corresponding amount set forth in the right-hand column, as applicable, column of the Annual Net Sales-Based Milestone Table. In the event that in a given Calendar Year more than one (1) Annual Net Sales-Based Sales Milestone Threshold is exceeded, AbbVie Denali shall pay to Caribou Licensor a separate Annual Net Sales-Based Milestone Payment with respect to each Annual Net Sales-Based Sales Milestone Threshold that is exceeded in such Calendar Year. Each such milestone payment shall be non-refundable and due within thirty (30) days of the date on which such milestone was achieved. [***] days of the end of the Calendar Year [***] [***] [***] Each milestone payment in which this Section 9.9 shall be payable: (a) on a Licensed Product-by-Licensed Product basis such milestone was achieved (each, an “Annual Net Sales-Based Milestone Payment Date”). Each Annual Net Sales-Based Milestone Payment that it shall be payable on a Program Slot-by-Program Slot basis only upon the first achievement of such milestone with in respect to such Program Slotof a Licensed Product in a given Calendar Year, and no amounts shall be due for subsequent or repeated achievements of such milestone, whether milestone by the same or a different Licensed ProductProduct in subsequent Calendar Years; and (b) shall be payable only [***] times, with upon the achievement of such milestone in respect of [***] Licensed Products to achieve such Program Slotmilestone event and no amounts shall be due for the achievement of such milestone by [***] Licensed Products to achieve such milestone event. The maximum aggregate amount of Annual Net Sales-Based Milestone Threshold Annual Net Sales-Based Milestone Payment Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ] Annual Net Sales greater than [***] [*** ]Payments payable by Denali is Six Hundred and Fifty Million Dollars ($650,000,000).