Common use of Sales Milestones Clause in Contracts

Sales Milestones. Subject to the terms and conditions set forth in the Agreement, in the event that the Annual Net Sales made by or on behalf of a Selling Entity for all Licensed Products in a given calendar year first exceeds a threshold set forth in the table immediately below, Pyxis shall pay to LCB the following one-time, non-refundable, non-creditable milestone payments. Annual Net Sales Milestone Threshold Payment (US Dollars) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] In the event that in a given calendar year more than one (1) Annual Net Sales milestone threshold is achieved, Pyxis shall pay to LCB each separate Annual Net Sales milestone payment with respect to each Annual Net Sales milestone threshold that is achieved in such calendar year. Pyxis shall notify LCB in writing upon the first achievement, in respect of a Licensed Product, by or on behalf of Pyxis or its Affiliate or Sublicensee, of each of the Milestones set forth in Section 5.2 (Development Milestones), Section 5.3 (Regulatory Milestones) and Section 5.4 (Sales Milestones) no later than [***] of Pyxis’s knowledge of achievement thereof, and in any event, each of the Milestones set forth in Section 5.4 (Sales Milestones) no later than [***] after the end of the applicable calendar year in which such Milestone is achieved. No later than [***] of receipt of an appropriate invoice from LCB, Pyxis shall pay the applicable payment due upon achievement of the corresponding Milestone Event. Each Milestone Event shall be deemed to be achieved once for all Licensed Products and shall be payable only once.

Sales Milestones. Subject As to each of the terms and conditions sales milestone events set forth in the Agreement, in the event that the Annual Net Sales made by or on behalf of a Selling Entity for all Licensed Products in a given calendar year first exceeds a threshold set forth in the table immediately below, Pyxis GSK shall pay to LCB EPIZYME the following one-time, non-refundable, non-creditable sales milestone paymentspayments indicated below upon the first achievement by GSK, its Affiliates or Sublicensees of the success milestone events set forth below with respect to each Selected Target, on a Selected Target-by-Selected Target basis. Annual Sales Milestone Event (For Licensed Products directed to a Selected Target) Milestone Payment (in $ [**]) First Calendar Year in which aggregate world-wide Net Sales Milestone Threshold Payment (US Dollarsof Licensed Product(s) directed to such Selected Target are greater than or equal to $[***] [** ] First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [** ] First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [**** ] [***] [***] [***] [***] [***] [***] In the event that in a given calendar year more than one (1) Annual Net Sales milestone threshold is achieved, Pyxis shall pay to LCB each separate Annual Net Sales milestone payment with respect to each Annual Net Sales milestone threshold that is achieved in such calendar year. Pyxis shall notify LCB in writing upon the first achievement, in respect of a Licensed Product, Upon achievement by or on behalf of Pyxis GSK, its Affiliates or its Affiliate or Sublicensee, Sublicensees of each of the Milestones a sales milestone event set forth in this Section 5.2 6.7, GSK shall promptly (Development Milestones), Section 5.3 (Regulatory Milestones) and Section 5.4 (Sales Milestones) but in no event later than the date on which the royalty report for the Calendar Quarter in which such achievement occurs is due pursuant to Section 6.10.1) notify EPIZYME of such achievement, and GSK shall pay EPIZYME the corresponding sales milestone payment within [***] days after receipt of Pyxisan invoice for the milestone payment from EPIZYME. Such invoice shall be sent to GSK’s knowledge of achievement thereof, Alliance Manager and in any event, each of the Milestones set forth in Section 5.4 (Sales Milestones) no later than [***] after the end of the applicable calendar year in which such Milestone is achieved. No later than with a copy to [***] (or such other email address(es) as may be notified to EPIZYME by GSK). For the avoidance of receipt of an appropriate invoice from LCBdoubt, Pyxis shall pay the applicable payment due upon achievement more than one of the corresponding Milestone Event. Each Milestone Event shall foregoing sales milestone payments may be deemed earned and become payable with respect to be achieved once for all Licensed Products and shall be payable only oncedirected to any given Selected Target in the same Calendar Year based on aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target during such Calendar Year.

Sales Milestones. Subject In addition to the terms and conditions set forth in the all other amounts payable under this Agreement, in the event that the Annual Net Sales made by or on behalf of a Selling Entity for all Licensed Products in a given calendar year first exceeds a threshold set forth in the table immediately below, Pyxis Cubist shall pay to LCB the following one-time, make non-refundable, non-creditable milestone payments. Annual 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: Milestone Event Payment* Calendar Year Net Sales Milestone Threshold Payment 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 (US Dollars[]*%) [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] In of the event that 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 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 the 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 (1) Annual of such milestone events first occurs based on sales of Licensed Product in the same Calendar Year, all of such milestone payments shall be paid for such Calendar Year. If a milestone payment set forth above is earned based on Net Sales milestone threshold is achieved, Pyxis shall pay to LCB each separate Annual Net Sales milestone payment with respect to each Annual Net Sales milestone threshold over a period that is achieved shorter in duration than a full Calendar Year, such calendar year. Pyxis payment shall notify LCB in writing upon the first achievement, in respect of a Licensed Product, by or on behalf of Pyxis or its Affiliate or Sublicensee, of each of the Milestones set forth in Section 5.2 (Development Milestones), Section 5.3 (Regulatory Milestones) become due and Section 5.4 (Sales Milestones) no later than payable [***] of Pyxis’s knowledge of achievement thereof, and in any event, each of the Milestones set forth in Section 5.4 (Sales Milestones) no later than [***] ]* after the end of the applicable calendar year Calendar Quarter in which such Milestone the milestone event is achieved. No later than [***] of receipt of an appropriate invoice from LCB, Pyxis shall pay the applicable payment due upon achievement of the corresponding Milestone Event. Each Milestone Event shall be deemed to be achieved once for all Licensed Products and shall be payable only once.

Sales Milestones. Subject to FibroGen will make the terms and conditions one-time milestone payments set forth in Table 8.3(b) upon the Agreement, in first achievement by FibroGen or its Affiliates or Sublicensees of the corresponding milestone event that by the Annual Net first Licensed Product for each Licensed Program. Table 8.3(b) – Sales made by or on behalf of a Selling Entity Milestones for all Licensed Products in a given calendar year first exceeds a threshold set forth in the table immediately below, Pyxis shall pay to LCB the following one-time, non-refundable, non-creditable milestone paymentseach program No. Annual Net Sales Milestone Threshold Event Milestone Payment (US Dollars) 1 [***] [**] 2 [*] [**] 3 [*] [**] Maximum total milestone payments per program [*] [***] [***] [***] [***] [***] [***] In the event that in a given calendar year more than one (1) Annual Net Sales milestone threshold is achieved, Pyxis shall pay to LCB each separate Annual Net Sales Each milestone payment with respect to under this Section 8.3 (Milestone Payments) is non-refundable and non-creditable and payable only once for each Annual Net Sales milestone threshold that is achieved in such calendar year. Pyxis shall notify LCB in writing Licensed Program, upon the first achievement, in respect of a Licensed Product, achievement by or on behalf of Pyxis FibroGen or its Affiliate or Sublicensee, 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 Milestones set forth 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) not material and (ii) would likely cause competitive harm to the 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 5.2 8.3(a) (Development Milestones), Section 5.3 (R&D and Regulatory Milestones) and Section 5.4 (Sales Milestones) no later than [**] after the achievement of the applicable milestone event by FibroGen or any of its Affiliates, or within [*] of Pyxis’s after FibroGen has knowledge of the achievement thereof, and in any event, each of the Milestones set forth in Section 5.4 (Sales Milestones) 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 [***] after the end of the applicable calendar year in which such Milestone is achieved. No later than [***] of receipt of such invoice. Such payment will be made by wire transfer of immediately available funds into an appropriate invoice from LCB, Pyxis shall pay the applicable payment due upon achievement of the corresponding Milestone Event. Each Milestone Event shall be deemed to be achieved once for all Licensed Products and shall be payable only onceaccount designated by HFB.