Common use of Sales Milestones Clause in Contracts

Sales Milestones. Subject to the terms and conditions of this Agreement, Merck shall pay to Ablynx the following milestone payments, on a Per-Target-Basis, for a Product for which Merck achieves the following milestone events hereunder against a given Selected Target during the term of this Agreement: Event For each given Target or Target Combination on a Per-Target-Basis Payment Amount for [...***...] Payment Amount for [...***...] First Commercial Sales Milestones First Commercial Sale of the Product in the Field in the United States for use against the applicable Target or Target Combination [...***...] [...***...] First Commercial Sale of the Product in the Field in the first Primary Country for use against the applicable Target or Target Combination [...***...] [...***...] Subsequent Sales Milestones First achievement of Net Sales of the Product in the Territory in the Field in a single given Calendar Year exceeding $[…***…] Dollars for such Calendar Year for use against the applicable Target or Target Combination [...***...] [...***...] First achievement of Net Sales of the Product in the Territory in the Field in a single given Calendar Year exceeding $[…***…] Dollars for such Calendar Year for use against the applicable Target or Target Combination [...***...] [...***...] First achievement of Net Sales of the Product in the Territory in the Field in a single given Calendar Year exceeding $[…***…] Dollars for such Calendar Year for use against the applicable Selected Target [...***...] [...***...] […***…] 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 Milestones. Subject CSL shall make the below-listed Annual Net Sales milestone payments to Momenta in respect of the Products, in each case, with respect to the terms and conditions of this Agreement, Merck shall pay to Ablynx the following milestone payments, on a Per-Target-Basis, for a Product for which Merck achieves the following milestone events hereunder against a given Selected Target during the term of this Agreement: Event For each given Target or Target Combination on a Per-Target-Basis Payment Amount for [...***...] Payment Amount for in which such Annual Net Sales milestones are achieved. For avoidance of doubt, the Annual Net Sales milestones set forth in the table below reflect the aggregate Annual Net Sales of all Products in any given calendar year. Each such Annual Net Sales milestone payment shall be [...***...]. CSL will notify Momenta in writing that an Annual Net Sales milestone has been achieved at the same time as it provides the royalty statement pursuant to Section 3.3 for the Calendar Quarter in which such milestone was achieved and will then make the payment required in respect of such Annual Net Sales milestone together with the royalty payment for such Calendar Quarter. For the avoidance of doubt, if more than one Annual Net Sales Milestone payment is achieved in any year, all such milestones shall be payable for such year. Each such Annual Net Sales milestone payment shall be [***]. If in any year there are Net Sales of [***] First Commercial or [***] Products that Momenta is [***] and [***] or [***] that [***] is [***] the [***] of [***] or [***] is [***] of [***] is [***] and [***] the [***] of [***] of [***] is [***] of [***] is [***]. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Momenta Pharmaceuticals, Inc. Milestone Payments if Momenta is Not Co-Funding Milestone Payments if Momenta is Co-Funding Global Annual Net Sales Milestones First Commercial Sale of the Product (in the Field aggregate) for all Products Milestone Payment Annual Net Sales (in the aggregate) outside the United States for use against the applicable Target or Target Combination all Products Milestone Payment [...***...] [...***...] First Commercial Sale of the Product in the Field in the first Primary Country for use against the applicable Target or Target Combination [...***...] [...***...] Subsequent Sales Milestones First achievement of Net Sales of the Product in the Territory in the Field in a single given Calendar Year exceeding $[…***…] Dollars for such Calendar Year for use against the applicable Target or Target Combination [...***...] [...***...] First achievement of Net Sales of the Product in the Territory in the Field in a single given Calendar Year exceeding $[…***…] Dollars for such Calendar Year for use against the applicable Target or Target Combination [...***...] [...***...] First achievement of Net Sales of the Product in the Territory in the Field in a single given Calendar Year exceeding $[…***…] Dollars for such Calendar Year for use against the applicable Selected Target [...***...] [...***...] […***…] 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.