Common use of Sales Milestone Payments Clause in Contracts

Sales Milestone Payments. Licensee shall notify MTI of any Calendar Year in which annual Net Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within [***] days after the end of such Calendar Year, and shall make the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10.

Sales Milestone Payments. Licensee Subject to the terms and conditions of this Agreement, Hansoh shall pay to Viela the following one-time sales milestone payments (each, a “Sales Milestone Payment”) following the achievement of each event described in the below table (each, a “Sales Milestone Event”). Hansoh shall notify MTI Viela in writing of any Calendar Year in which annual Net the achievement of each Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time Milestone Event within [***] days after ([***]) [***] following the end of the calendar quarter in which such Calendar YearSales Milestone Event is achieved, and Viela shall make promptly issue an invoice to Hansoh for the following sales milestone payments amount of the corresponding Sales Milestone Payment. Hansoh shall pay to MTI Viela such invoiced amount within [***] days ([***]) [***] after receiving an invoice from MTI therefor: Annual Net receipt of Viela’s invoice. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Sales Threshold Milestone Event Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] Each Sales Milestone Payment will be payable only one-time and only upon the first achievement of the applicable Sales Milestone Event in Calendar Year 1the Territory, and no amounts would be due for subsequent or repeated achievements. For clarity, the Sales Milestone Payments in this Section 5.3 shall be additive such that if multiple Sale Milestone Events specified above are achieved in the same calendar year, then the Sale Milestone Payments for all Sale Milestone Events achieved in such calendar year shall be payable within [***] dollars ([***]) [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with after the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales end of such Co-Exploited Product for purposes of this Section 7.10calendar quarter in which such multiple Sales Milestone Events were achieved in such calendar year.

Sales Milestone Payments. Licensee AMAG shall notify MTI pay Palatin the following one-time payments (each, a “Sales Milestone Payment”) when aggregate Net Sales of any all Products in a Calendar Year in which annual the Territory (the “Total Annual Net Sales”) first reach the respective thresholds indicated below: Total Annual Net Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within Sales Milestone Payment Total Annual Net Sales exceeding $250 million $25,000,000 Total Annual Net Sales exceeding […***…] days […***…] Total Annual Net Sales exceeding […***…] […***…] Total Annual Net Sales exceeding […***…] […***…] 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 UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. AMAG shall make any Sales Milestone Payment payable with respect to a Calendar Year within […***…] after the end of such the applicable Calendar Year. For the avoidance of doubt, and shall make each of the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only Payments set forth above shall be earned once for each Licensed Productpayable one time only, irrespective regardless of the number of times such thresholds are achieved for such Licensed Product, but if more than one the corresponding Total Annual Net Sales threshold is reached levels are achieved. The maximum aggregate amount payable by AMAG in the same Calendar Year, all corresponding sales milestone payments respect of Sales Milestone Payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] three hundred million dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1300,000,000), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10.

Sales Milestone Payments. Licensee Subject to the terms and conditions of this Agreement, Takeda shall notify MTI pay to MTEM the following sales milestone payments [***] after the end of any the first Calendar Year in which the aggregate annual Net Sales of a all Licensed Product Products Directed to each Licensed Target in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within time: Portions of this Exhibit, indicated by the xxxx “[***] days after ],” were omitted and have been filed separately with the end Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of such Calendar Yearthe Securities Exchange Act of 1934, and shall make as amended. Milestone Milestone Payments First Time Milestone is Achieved with respect to the following sales milestone payments Licensed Target that is Program Target 1 (including the Replacement Target therefor, if any) First Time Milestone is Achieved with respect to MTI within [***] days after receiving an invoice from MTI the Licensed Target that is Program Target 2 (including the Replacement Target therefor: Annual , if any) Aggregate Net Sales Threshold Sales Milestone Payment of all Licensed Products for the applicable Licensed Target [***] [***] [***] Aggregate Net Sales of all Licensed Products for the applicable Licensed Target [***] [***] [***] Each sales milestone payment is separate and may only be earned once for the aggregate of all Licensed Products for each Licensed ProductTarget, irrespective of the number of times such thresholds are achieved for such Licensed Producthowever, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone [***] payments shall be payable during such Calendar Year. For example, if annual Net Sales of all Licensed Products for a Licensed Product Target first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI MTEM for such Calendar Year 1, however, if annual Net Sales of all Licensed Products for a Licensed Product Target first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars would be payable to MTEM for Calendar Year 2 and [***] and the would be payable to MTEM [***] dollars ]. For clarity, the maximum aggregate amount of milestone payments payable by Takeda pursuant to this Section 6.7 is [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10].

Sales Milestone Payments. Licensee shall notify MTI As further consideration for Daiichi Sankyo’s grant of any Calendar Year in which the rights and licenses to Rain hereunder, Rain will pay to Daiichi Sankyo the following payments upon the first achievement of the following levels of aggregate annual Net Sales of a Licensed Product all Products by Rain, its Affiliates, and its Sublicensees. If two or more sales milestone events are achieved in the same [***], then Rain shall pay to Daiichi Sankyo all of the applicable milestone payments achieved in such Calendar Year in all countries in the Territory reach the following thresholds for the first time [***]. Rain shall deliver written notice to Daiichi Sankyo within [***] days after the end of such the [***] in which a sales milestone threshold described in this Section 5.3 is achieved for the first time. Aggregate annual Net Sales of all Products shall be calculated based on Net Sales for each Calendar Year. After receipt of such notice from Rain, and Daiichi Sankyo shall make issue Rain an invoice for the following amount corresponding to the applicable sales milestone payments to MTI milestones event. Rain shall pay Daiichi Sankyo within [***] days after receiving receipt of an invoice therefor from MTI therefor: Daiichi Sankyo. Milestone Event Payment Amount Aggregate Annual Net Sales Threshold Sales Milestone Payment of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [**** ] Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [**** ] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Aggregate Annual Net Sales of all Products combined in the Territory in a Licensed Product first reach Calendar Year equals or exceeds [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10.* ]

Sales Milestone Payments. Licensee shall notify MTI If eFFECTOR has not exercised its Option under Section 5.2.3 (or eFFECTOR has exercised its Option but the Opt Out Right is subsequently exercised, only after the end of any Calendar Year in which annual the Co-Development Co-Promotion Term), Pfizer will pay eFFECTOR the following one-time, non-refundable, non-creditable payments (each, a “Sales Milestone Payment”) when aggregate Net Sales of the first Product to reach the respective thresholds indicated below in a Licensed Product in such Calendar Year in all countries Pfizer year in the Territory reach (the following thresholds for “Total Annual Net Sales”) first reaches such thresholds. If eFFECTOR has exercised its Option under Section 5.2.3 (unless the first time within Opt Out Right is subsequently exercised, then only until the end of the Co-Development Co-Promotion Term), the calculation of Total Annual Net Sales will exclude Net Sales of the Product in the United States Total Annual Territory-Wide Net Sales Sales Milestone Payment [***] days after the end of such Calendar Year, and shall make the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment $[***] [***] $[***] [***] $[***] Pfizer will make any Sales Milestone Payment payable with respect to a Pfizer Year within [***] Each sales milestone after the end of the applicable Pfizer Year, and such payment is separate and may only will be earned once accompanied by a report identifying the Products, the relevant countries, Net Sales of each Product for each Licensed Productsuch country, irrespective and the amount payable to eFFECTOR under this Section 3.4. For the avoidance of doubt, each of the Sales Milestone Payments set forth above will be payable one time only, regardless of the number of times such the corresponding Total Annual Net Sales levels are achieved. The maximum amount payable by Pfizer under this Agreement with respect to all Sales Milestone Payments if all sales milestone thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall met will be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 US$[***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1]), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10.

Sales Milestone Payments. Subject to the terms and conditions of this Agreement, Licensee shall pay to Verastem the following non-refundable, non-creditable one-time sales milestone payments (each, a “Sales Milestone Payment”) following [* * *] (each a “Sales Milestone Event”). Licensee shall notify MTI Verastem in writing of any the achievement of each Sales Milestone Event within [* * *] Business Days following the end of the Calendar Year in which annual Net such Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds Milestone Event is achieved, and Verastem shall promptly issue an invoice to Licensee for the first time amount of the corresponding Sales Milestone Payment. Licensee shall pay to Verastem such invoiced amount within [*** * *] days Business Days after receipt of the end of such Calendar Year, and shall make the following sales milestone payments to MTI within invoice thereof from Verastem. Sales Milestone Threshold Milestone Payment [*** * *] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] Each Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate will be payable only one-time and may only be earned once for each Licensed Product, irrespective upon the first achievement of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net applicable Sales threshold is reached Milestone Event in the same Calendar YearTerritory, all corresponding sales milestone payments shall and no amounts would be payable during such Calendar Yeardue for subsequent or repeated achievements. For exampleIf a Sales Milestone Event is achieved prior to the achievement of the preceding Sales Milestone Event set forth in the relevant chart (i.e., if annual Net a lower-listed Sales of Milestone Event is achieved before a Licensed Product first reach [***] dollars [***] Sales Milestone Event that is listed higher up in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1relevant chart), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales upon achievement of the Co-Exploited Product relevant Sales Milestone Event, payments for all preceding Sales Milestone Events set forth in the United States, which are subject to profit relevant chart shall become due and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10payable.

Sales Milestone Payments. Licensee Subject to the terms and conditions of this Agreement, including Section 6.5, Takeda shall notify MTI pay to MTEM the following sales milestone payments within [***] after the end of any the first Calendar Year in which the aggregate annual Net Sales of a all Licensed Product Products in such Calendar Year in all countries in the Territory reach the following thresholds for the first time within time: Milestone for Aggregate Net Sales for a Calendar Year (“Aggregate Net Sales”) Milestone Payments (Only One Payment Due for each Milestone Number) MTEM Does Not Exercise the Co-Development Option (Column 1) MTEM Exercises the Co-Development Option (Column 2) [***] days after the end of such Calendar Year, and shall make the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each the aggregate of all Licensed ProductProducts, irrespective of the number of times such thresholds are achieved for such Licensed Producthowever, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for during such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach and [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both shall be payable on the [***] dollars of the following Calendar Year. Column 2 shall apply only in the case in which MTEM has exercised the Co-Development Option and the milestone is achieved with respect to a Calendar Year prior to the Calendar Year in which the Co-Development Period ended. In the Portions of this Exhibit, indicated by the xxxx “[***] ],” were omitted and have been filed separately with the [***] dollars [***] sales milestone payments would be payable Securities and Exchange Commission pursuant to MTI for such Calendar Year 2the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Net Sales event that Column 2 applies, but MTEM has not paid its share of the Co-Exploited Product Development Costs in the United States, which are subject to profit and loss sharing pursuant full prior to the Co-Exploitation Termsdate the milestone payment would be due, then Takeda shall be excluded from pay the annual Net Sales of amount in Column 1 (if any) and then once such Co-Exploited Product Development Costs have been paid to Takeda, then Takeda shall pay the difference between the amount in Column 2 and Column 1 for purposes the applicable milestone, such that Takeda has paid the total amount due to MTEM for the achievement of this Section 7.10the applicable milestone.

Sales Milestone Payments. Licensee shall notify MTI After the end of any a Calendar Year Year, if based on the Royalty Reports submitted under this Agreement, Sanofi has achieved a sales milestone specified below in which such Calendar Year, then Ablynx will issue an invoice to Sanofi for the applicable amount and, subject to the terms and conditions of this Agreement, Sanofi will pay to Ablynx the invoiced amount within [...***...]after receipt of such invoice: 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 Milestone Milestone Payments First occurrence of [...***...] Euros (€[...***...]) in annual Net Sales (the “First Sales Milestone”) of a Licensed Product (total of Net Sales in all Indications) [...***...] First occurrence of [...***...] Euros (€[...***...]) in annual Net Sales of a Licensed Product in such Calendar Year (total of Net Sales in all countries Indications) in a year after the Territory reach First Sales Milestone has been paid (the following thresholds for the first time within “Second Sales Milestone”) [...***...] days after the end First occurrence of such Calendar Year, and shall make the following sales milestone payments to MTI within [...***...] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment Euros (€[...***] ...]) in annual Net Sales of a Licensed Product (total of Net Sales in all Indications) in a year after the Second Sales Milestone have been paid [...***] [***] [***] [***] [***...] Each sales milestone payment is separate on a Licensed Product-by-Licensed Product basis and may only be earned once for each Licensed Product, irrespective . The maximum aggregate amount of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of by Sanofi pursuant to this Section 5.5 with respect to a Licensed Product first reach Sanofi Target is [...***...] dollars Euros (€[...***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request...]). An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of Payments made under this Section 7.105.5 will be non-refundable (except in case of material error).

Sales Milestone Payments. Licensee As additional consideration for the grant of rights under this Agreement, and on the terms and subject to the conditions set forth herein, Allergan shall notify MTI make the following payments to Assembly (the “Sales Milestone Payments,” together with the Development Milestone Payments, the “Milestone Payments”) after the achievement following the Effective Date by or on behalf of any Allergan of the applicable event set forth below (collectively, the “Sales Milestone Events,” together with the Development Milestone Events, the “Milestone Events”). Each of the Sales Milestone Payments are payable only once upon achievement in the first Calendar Year in which aggregate annual Net Sales of a Licensed Product in such [* * *] for that Calendar Year in all countries the Territory surpass the respective Net Sales threshold set forth in the Territory reach table below. Allergan will notify Assembly in writing of the following thresholds for achievement of a Sales Milestone Event within forty-five (45) days of the first time end of the applicable Calendar Year. Allergan shall pay to Assembly such Milestone Payment within [*** * *] days after the end of such the Calendar Year, and Year in which the applicable Sales Milestone Event occurs. The Sales Milestone Payments shall make the following sales milestone payments to MTI within be non-refundable. Sales Milestones Milestone Payment Net Sales of [*** * *] days after receiving an invoice from MTI therefor: Annual in the Territory in a Calendar Year of greater than $[* * *] $[* * *] Net Sales Threshold of [* * *] in the Territory in a Calendar Year of greater than $[* * *] $[* * *] Net Sales Milestone Payment of [* * *] in the Territory in a Calendar Year of greater than $[* * *] $[* * *] Net Sales of [* * *] in the Territory in a Calendar Year of greater than $[* * *] $[* * *] Net Sales of [* * *] in the Territory in a Calendar Year of greater than $[* * *] $[* * *] Net Sales of [* * *] in the Territory in a Calendar Year of greater than $[* * *] $[* * *] Net Sales of [* * *] in the Territory in a Calendar Year of greater than $[* * *] $[* * *] Net Sales of [* * *] in the Territory in a Calendar Year of greater than $[* * *] $[* * *] [*** * *] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions The confidential content of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit Exhibit 10.1 has been omitted and filed separately with the Securities and Exchange Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant Confidential treatment has been requested with respect to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10omitted portions.

Sales Milestone Payments. Licensee shall notify MTI of 3.4.1. Products in Non-Exclusive Field. Subject to Section 3.5, with respect to any Calendar Year Product in which annual the Non-Exclusive Field, Pfizer will pay Codex, on a Product-by-Product basis for such Product in the Non-Exclusive Field, the following one-time payments when aggregate Net Sales of a Licensed such Product in such Calendar the Non-Exclusive Field on which royalties have been paid to Codex under Section 3.7.1 in a Pfizer Year in all countries in (the Territory “Total Annual Net Sales”) first reach the following respective thresholds for indicated below (the first time within [***] days after the end of such Calendar Year, and shall make the following sales milestone payments to MTI within [***] days after receiving an invoice from MTI therefor: Annual Net “Non-Exclusive Sales Threshold Milestones”): Non-Exclusive Sales Milestone Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone [***] [***] [***] Pfizer will make any Sales Milestone Payment payable pursuant to this Section 3.4.1 with respect to a Pfizer Year within [***] days after the end of the applicable Pfizer Quarter in which such Non-Exclusive Sales Milestone is achieved and such payment is separate will be accompanied by a report identifying the relevant Product in the Non-Exclusive Field, Net Sales of such Product in the Non-Exclusive Field and may the amount payable to Codex under this Section 3.4. For the avoidance of doubt, each of the Sales Milestone Payments set forth above will be payable one time only be earned once for with respect to each Licensed ProductProduct in the Non- Exclusive Field to achieve such Sales Milestone, irrespective regardless of the number of times such thresholds the corresponding Total Annual Net Sales levels are achieved for by such Licensed Product. 3.4.2. Products in Exclusive Field(s). Subject to Section 3.5, but if more than one Net Sales threshold is reached with respect to any Products in the same Calendar YearExclusive Field, all corresponding sales milestone Pfizer will pay Codex, on an Product-by-Product basis in the Exclusive Field, the following one-time payments shall be payable during such Calendar Year. For example, if annual when aggregate Net Sales of such Product in the Exclusive Field on which royalties have been paid to Codex under Section 3.7.2 in a Licensed Product Pfizer Year (“Total Annual Exclusive Net Sales”) first reach the respective thresholds indicated below (the “Exclusive Sales Milestones” and, together with the Non- Exclusive Sales Milestones, the “Sales Milestones”): Exclusive Sales Milestone Sales Milestone Payment [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars Pfizer will make any Sales Milestone Payment payable pursuant to this Section 3.4.2 with respect to a Pfizer Year within [***] and after the [***] dollars [***] sales milestone payments would be payable to MTI for such Calendar Year 2. Net Sales end of the Co-Exploited applicable Pfizer Quarter in which such Exclusive Sales Milestone is achieved and such payment will be accompanied by a report identifying the relevant Product in the United StatesExclusive Field, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of in the Exclusive Field, and the amount payable to Codex under this Section 7.10.3.4. For the avoidance of doubt, each of the Sales Milestone Payments set forth above will be payable

Sales Milestone Payments. Licensee shall notify MTI During the Term, BioNTech will pay to OncoC4 each of any Calendar Year in which annual Net the non-refundable, non-creditable milestone payments set forth below (each, a “Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time Milestone Payment”) within [***] days after the end date of BioNTech’s receipt of an invoice provided by OncoC4 in accordance with this Agreement on or after OncoC4’s receipt of the royalty report hereunder that shows the achievement of the corresponding milestone event below (each, a “Sales Milestone Event”). Each of the milestone payments set forth in this Section 7.4(b) is payable up to one time only, upon the first achievement of such Calendar YearSales Milestone Event. For clarity, and shall make the following sales milestone payments to MTI within maximum amount of all Sales Milestone Payments that may be earned under this Section 7.4(b) is [***] days after receiving an invoice from MTI therefor: Annual Net Sales Threshold Sales Milestone Payment ]. [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate and may only be earned once for each Licensed Product, irrespective of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net Sales threshold is reached in the same Calendar Year, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions In the calculation of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version annual aggregate Net Sales for the purposes of this exhibit has been filed separately with the Commission. (without first reaching foregoing milestones, for clarity: [***] dollars [***] ]. Notwithstanding anything express or implied in this Section, no more than one Sales Milestone Payment shall become due with respect to Net Sales levels in any given Calendar Year. Accordingly, if in a given Calendar Year 1)the Net Sales levels would otherwise achieve multiple Sales Milestone Events, then both only the [***] dollars [***] Sales Milestone Event associated with the higher or highest such Sales Milestone Event shall be deemed achieved and the [***] dollars [***] sales milestone payments corresponding Sales Milestone Payment shall become due once properly invoiced, and the Sales Milestone Events associated with the lower Net Sales level(s) that would be payable to MTI for otherwise have been first achieved in such Calendar Year 2. Net shall be deemed not to have been achieved, and will be eligible to be achieved and incur a Sales of the Co-Exploited Product Milestone Payment in the United States, which are subsequent Calendar Years (subject to profit and loss sharing pursuant always to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes operation of this Section 7.10paragraph in subsequent Calendar Years).

Sales Milestone Payments. Subject to the terms and conditions of this Agreement, Licensee shall pay to Verastem the following non-refundable, non-creditable one-time sales milestone payments (each, a “Sales Milestone Payment”) following the achievement of each event described in the below table (each, a “Sales Milestone Event”). Licensee shall notify MTI Verastem in writing of any Calendar Year in which annual Net the achievement of each Sales of a Licensed Product in such Calendar Year in all countries in the Territory reach the following thresholds Milestone Event within [* * *], and Verastem shall promptly issue an invoice to Licensee for the first time amount of the corresponding Sales Milestone Payment. Licensee shall pay to Verastem such invoiced amount within [*** * *] days after achievement of the end of such Calendar Year, and shall make the following sales milestone payments to MTI within applicable Sales Milestone Event. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (“SEC”). REDACTED MATERIAL IS MARKED WITH [*** * *] days after receiving an invoice from MTI therefor: Annual Net AND HAS BEEN FILED SEPARATELY WITH THE SEC. Sales Threshold Milestone Event Milestone Payment [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] [* * *] Each Sales Milestone Payment [***] [***] [***] [***] [***] [***] Each sales milestone payment is separate will be payable only one-time and may only be earned once for each Licensed Product, irrespective upon the first achievement of the number of times such thresholds are achieved for such Licensed Product, but if more than one Net applicable Sales threshold is reached Milestone Event in the same Calendar YearTerritory, all corresponding sales milestone payments shall be payable during such Calendar Year. For example, if annual Net Sales of a Licensed Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTI for such Calendar Year 1, however, if annual Net Sales of a Licensed Product first reach [***] dollars ($500,000,000) in Calendar Year 2 [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (without first reaching [***] dollars [***] in Calendar Year 1), then both the [***] dollars [***] and the [***] dollars [***] sales milestone payments no amounts would be payable to MTI due for such Calendar Year 2. Net Sales of the Co-Exploited Product in the United States, which are subject to profit and loss sharing pursuant to the Co-Exploitation Terms, shall be excluded from the annual Net Sales of such Co-Exploited Product for purposes of this Section 7.10subsequent or repeated achievements.