Common use of Sales Milestone Payments Clause in Contracts

Sales Milestone Payments. AMAG shall pay Palatin the following one-time payments (each, a “Sales Milestone Payment”) when aggregate Net Sales of all Products in a Calendar Year in the Territory (the “Total Annual Net Sales”) first reach the respective thresholds indicated below: Total Annual Net Sales Sales Milestone Payment Total Annual Net Sales exceeding $250 million $25,000,000 Total Annual Net Sales exceeding […***…] […***…] 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 the applicable Calendar Year. For the avoidance of doubt, each of the Sales Milestone Payments set forth above shall be payable one time only, regardless of the number of times the corresponding Total Annual Net Sales levels are achieved. The maximum aggregate amount payable by AMAG in respect of Sales Milestone Payments shall be three hundred million dollars ($300,000,000).

Sales Milestone Payments. AMAG shall As further consideration for Daiichi Sankyo’s grant of the rights and licenses to Rain hereunder, Rain will pay Palatin to Daiichi Sankyo the following one-time payments (each, a “Sales Milestone Payment”) when upon the first achievement of the following levels of aggregate annual Net Sales of all Products in a Calendar Year by Rain, its Affiliates, and its Sublicensees. If two or more sales milestone events are achieved in the Territory (the “Total Annual Net Sales”) first reach the respective thresholds indicated below: Total Annual Net Sales Sales Milestone Payment Total Annual Net Sales exceeding $250 million $25,000,000 Total Annual Net Sales exceeding same […***…] ], then Rain shall pay to Daiichi Sankyo all of the applicable milestone payments achieved in such […***…] Total Annual Net Sales exceeding ]. Rain shall deliver written notice to Daiichi Sankyo within […***…] […***…] 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 the applicable [***] 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. For After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the avoidance amount corresponding to the applicable sales milestones event. Rain shall pay Daiichi Sankyo within [***] after receipt of doubt, each of the Sales an invoice therefor from Daiichi Sankyo. Milestone Payments set forth above shall be payable one time only, regardless of the number of times the corresponding Total Event Payment Amount Aggregate Annual Net Sales levels are achievedof 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. The maximum aggregate amount payable by AMAG EXECUTION VERSION Aggregate Annual Net Sales of all Products combined in respect the Territory in a Calendar Year equals or exceeds [***] [*** ] Aggregate Annual Net Sales of Sales Milestone Payments shall be three hundred million dollars ($300,000,000).all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ]

Sales Milestone Payments. AMAG In consideration of the licenses and rights granted to Licensee hereunder, Licensee shall pay Palatin to Pfizer the following one-time payments when aggregate Net Sales of Products in the Territory during a Calendar Year first reach the respective thresholds indicated below (eacheach event in the first column below, a “Sales Milestone” and each payment, a “Sales Milestone Payment”). SALES MILESTONE SALES MILESTONE PAYMENT Aggregate Net Sales during a Calendar Year first exceed US$[***] US$[***] Aggregate Net Sales during a Calendar Year first exceed US$[***] US$[***] Aggregate Net Sales during a Calendar Year first exceed US$[***] US$[***] Aggregate Net Sales during a Calendar Year first exceed US$[***] US$[***] Aggregate Net Sales during a Calendar Year first exceed US$[***] US$[***] Aggregate Net Sales during a Calendar Year first exceed US$[***] US$[***] Aggregate Net Sales during a Calendar Year first exceed US$[***] US$[***] For the avoidance of doubt, each Sales Milestone Payment shall be paid only once upon the first achievement of the applicable Sales Milestone. The total amount payable with respect to these Sales Milestones shall not exceed US$216,000,000. If more than one (1) when Sales Milestone is first achieved in a particular Calendar Year (e.g., aggregate Net Sales of all Products in a the Calendar Year after the First Commercial Sale of the first Product exceed US[***]), then all unpaid Sales Milestone Payments first achieved in the Territory such Calendar Year shall become payable. [***] Certain information in this document has been omitted from this exhibit because it is both (the “Total Annual Net Sales”i) first reach the respective thresholds indicated below: Total Annual Net Sales not material and (ii) would be competitively harmful if publicly disclosed. Each Sales Milestone Payment Total Annual Net Sales exceeding $250 million $25,000,000 Total Annual Net Sales exceeding […***…] […***…] 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 be payable with respect to a Calendar Year by Licensee within […***…] sixty (60) days after the end of the applicable Calendar Year. For Quarter in which cumulative Net Sales reach the avoidance of doubtapplicable threshold, each of the Sales Milestone Payments set forth above and such payment shall be payable one time only, regardless of accompanied by a report identifying the number of times the corresponding Total Annual Net Sales levels are achieved. The maximum aggregate amount payable by AMAG in respect of Sales Milestone Payments shall be three hundred million dollars ($300,000,000)to Pfizer under this Section 5.3.

Sales Milestone Payments. AMAG shall Licensee will notify Licensor of the first achievement of a given milestone event set forth in Table 10.2.2 (Sales Milestones) (each event described in Table 10.2.2 (Sales Milestones), a “Sales Milestone Event”) in accordance with Section 10.2.3(b) (Sales Milestone Payments), and Licensee will thereafter pay Palatin the following applicable one-time payments sales-based amounts set forth in Table 10.2.2 (Sales Milestones) associated with the applicable Sales Milestone Event for Total Annual Net Sales such Licensed Product (each, a “Sales Milestone Payment”) when in accordance with Section 10.2.3(b) (Sales Milestone Payments): Table 10.2.2 – Sales Milestones Sales Milestone Event Sales Milestone Payment First Calendar Year in which aggregate Total Annual Net Sales of all Licensed Products in a the Territory equal or exceed $[***] $[***] First Calendar Year in the Territory (the “Total Annual Net Sales”) first reach the respective thresholds indicated below: which aggregate Total Annual Net Sales Sales Milestone Payment of all Licensed Products in the Territory equal or exceed $[***] $[***] First Calendar Year in which aggregate Total Annual Net Sales exceeding of all Licensed Products in the Territory equal or exceed $250 million [***] $25,000,000 [***] First Calendar Year in which aggregate Total Annual Net Sales exceeding of all Licensed Products in the Territory equal or exceed $[…***…] $[…***…] First Calendar Year in which aggregate Total Annual Net Sales exceeding of all Licensed Products in the Territory equal or exceed $[…***…] $[…***…] Total Annual Net (b) Achievement of Sales exceeding […***…] […***…] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”Milestones. 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 Each Sales Milestone Payment payable with respect to a Calendar Year within […***…] after the end of the applicable Calendar Year. For the avoidance of doubt, each of the Sales Milestone Payments set forth above shall Event will be payable one time only, regardless only based on aggregate sales of all of the number Licensed Products as set forth in the table above, upon the first achievement of times the corresponding Total Annual Net Sales levels are achieved. The maximum aggregate amount payable by AMAG in respect of applicable Sales Milestone Payments shall Event for such Licensed Products. For clarity, no Sales Milestone Payment will be three hundred million dollars ($300,000,000)due hereunder for any subsequent or repeated achievement of such same Sales Milestone Event.

Sales Milestone Payments. AMAG In consideration of the licenses and rights granted to Licensee hereunder, Licensee shall pay Palatin to Pfizer the following one-time payments when aggregate Net Sales of Products in the Territory during a Calendar Year first reach the respective thresholds indicated below (eacheach event in the first column below, a “Sales Milestone” and each payment, a “Sales Milestone Payment”) when aggregate ). SALES MILESTONE SALES MILESTONE PAYMENT Aggregate Net Sales of all Products in during a Calendar Year in the Territory (the “Total Annual Net Sales”) first reach the respective thresholds indicated below: Total Annual Net Sales Sales Milestone Payment Total Annual Net Sales exceeding exceed U.S. $250 million $25,000,000 Total Annual Net Sales exceeding […***…] U.S. $[…***…] Total Annual Aggregate Net Sales exceeding during a Calendar Year first exceed U.S. $[…***…] U.S. $[…***…] Total Annual Aggregate Net Sales exceeding during a Calendar Year first exceed U.S. $[…***…] U.S. $[…***…] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “Aggregate Net Sales during a Calendar Year first exceed U.S. $[…***…]”. 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 ] U.S. $[***] Aggregate Net Sales Milestone Payment payable with respect to during a Calendar Year within first exceed U.S. $[…***…] after the end of the applicable U.S. $[***] Aggregate Net Sales during a Calendar YearYear first exceed U.S. $[***] U.S. $[***] [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. For the avoidance of doubt, each Sales Milestone Payment shall be paid only once upon the first achievement of the applicable Sales Milestone. The total amount payable with respect to these Sales Milestones shall not exceed U.S. $210,000,000. If more than one (1) Sales Milestone is first achieved in a particular Calendar Year (e.g., aggregate Net Sales of Products in the Calendar Year after the First Commercial Sale of the first Product exceed U.S. $[***]), then all unpaid Sales Milestone Payments set forth above first achieved in such Calendar Year shall become payable. Each Sales Milestone Payment shall be payable one time only, regardless by Licensee within sixty (60) days after the end of the number of times the corresponding Total Annual applicable Calendar Quarter in which cumulative Net Sales levels are achieved. The maximum aggregate reach the applicable threshold, and such payment shall be accompanied by a report identifying the amount payable by AMAG in respect of Sales Milestone Payments shall be three hundred million dollars ($300,000,000)to Pfizer under this Section 5.3.

Sales Milestone Payments. AMAG shall Licensee will notify Licensor of the first achievement of a given milestone event set forth in Table 10.2.2 (Sales Milestones) (each event described in Table 10.2.2 (Sales Milestones), a “Sales Milestone Event”) in accordance with Section 10.2.3(b) (Sales Milestone Payments), and Licensee will thereafter pay Palatin the following applicable one-time payments sales-based amounts set forth in Table 10.2.2 (Sales Milestones) associated with the applicable Sales Milestone Event for Annual Net Sales of all Licensed Products (each, a “Sales Milestone Payment”) when in accordance with Section 10.2.3(b) (Sales Milestone Payments): Table 10.2.2 – Sales Milestones Sales Milestone Event Sales Milestone Payment First Calendar Year in which aggregate Annual Net Sales of all Licensed Products in a Japan exceed $[***] $[***] First Calendar Year in the Territory (the “Total Annual Net Sales”) first reach the respective thresholds indicated below: Total which aggregate Annual Net Sales of all Licensed Products in Japan exceed $[***] $[***] First Calendar Year in which aggregate Annual Net Sales of all Licensed Products in Japan exceed $[***] $[***] First Calendar Year in which aggregate Annual Net Sales of all Licensed Products in Japan exceed $[***] $[***] First Calendar Year in which aggregate Annual Net Sales of all Licensed Products in Japan exceed $[***] $[***] First Calendar Year in which aggregate Annual Net Sales of all Licensed Products in Japan exceed $[***] $[***] (b) Achievement of Sales Milestones. Each Sales Milestone Event will be payable one time only as set forth in the table above, upon achievement of the applicable Sales Milestone Event for all Licensed Products. For clarity, no Sales Milestone Payment Total will be due hereunder for any subsequent or repeated achievement of such same Sales Milestone Event. For the avoidance of doubt, if the aggregate Annual Net Sales exceeding $250 million $25,000,000 Total Annual Net Sales exceeding […***…] […***…] 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 1934for all Licensed Products exceeds one of the sales milestone thresholds set forth above during through the applicable Calendar Year, AS AMENDED. AMAG shall make any the corresponding Sales Milestone Payment shall accrue and become payable with respect to a at the end of the Calendar Year within […***…] after Quarter in which such milestone is achieved, and not the end of the applicable Calendar Year. For the avoidance of doubt, each of the Sales Milestone Payments set forth above shall be payable one time only, regardless of the number of times the corresponding Total Annual Net Sales levels are achieved. The maximum aggregate amount payable by AMAG in respect of Sales Milestone Payments shall be three hundred million dollars ($300,000,000).10.2.3

Sales Milestone Payments. AMAG shall Pfizer will pay Palatin Theravance the following one-time payments (each, a “Sales Milestone Payment”) when aggregate Net Sales of all Products during the applicable Royalty Term in a Calendar Pfizer Year in the Territory (the “Total Annual Net Sales”) first reach the respective thresholds (each, a “Sales Threshold”) indicated below: Total Annual Net Sales Threshold Sales Milestone Payment Total Annual Net Sales exceeding $250 million $25,000,000 Total Annual Net Sales first exceeding […***…**] […***…**] Total Annual Net Sales first exceeding […***…**] […***…**] Total Annual Net Sales first exceeding […***…**] […***…**] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”**] Certain identified information denoted with an asterisk have been omitted from this exhibit because it is not material and would likely cause competitive harm to the Registrant if publicly disclosed. 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 LICENSE AGREEMENT Sales Threshold Sales Milestone Payment Total Annual Net Sales first exceeding [*****] [*****] Total Annual Net Sales first exceeding [*****] [*****] [*****] Pfizer will make any Sales Milestone Payment payable with respect to a Calendar Pfizer Year within […***…**] after the end of the applicable Calendar Pfizer Year, and such payment will be accompanied by a report identifying the Products, the relevant countries, Net Sales of each Product for each such country, and the amount payable to Theravance under this Section 3.3. For the avoidance of doubt, each of the Sales Milestone Payments set forth above shall will be payable one time only, regardless of the number of times the corresponding Total Annual Net Sales levels are achieved. The maximum aggregate amount payable by AMAG in respect of Sales Milestone Payments shall be three hundred million dollars ($300,000,000).

Sales Milestone Payments. AMAG 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 pay Palatin make the following one-time payments to Assembly (each, a the “Sales Milestone PaymentPayments,” together with the Development Milestone Payments, the “Milestone Payments”) when after the achievement following the Effective Date by or on behalf of 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 all Products in a [* * *] for that Calendar Year in the Territory (the “Total Annual Net Sales”) first reach surpass the respective thresholds indicated below: Total Annual Net Sales threshold set forth in the table below. Allergan will notify Assembly in writing of the achievement of a Sales Milestone Payment Total Annual Net Sales exceeding $250 million $25,000,000 Total Annual Net Sales exceeding […***…] […***…] 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 Event within […***…] after forty-five (45) days of the end of the applicable Calendar Year. For Allergan shall pay to Assembly such Milestone Payment within [* * *] days after the avoidance of doubt, each end of the Calendar Year in which the applicable Sales Milestone Payments set forth above shall be payable one time only, regardless of the number of times the corresponding Total Annual Net Sales levels are achievedEvent occurs. The maximum aggregate amount payable by AMAG in respect of Sales Milestone Payments shall be three hundred million dollars (non-refundable. Sales Milestones Milestone Payment Net Sales of [* * *] in the Territory in a Calendar Year of greater than $300,000,000)[* * *] $[* * *] 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 $[* * *] $[* * *] 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 $[* * *] $[* * *] [* * *] The confidential content of this Exhibit 10.1 has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.