Common use of Sales Milestone Payments Clause in Contracts

Sales Milestone Payments. Subject to the terms and conditions of this Agreement, Takeda shall pay to MTEM the following sales milestone payments [***] after the end of the first Calendar Year in which the aggregate annual Net Sales of all Licensed Products Directed to each Licensed Target in such Calendar Year reach the following thresholds for the first time: Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Milestone Milestone Payments First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 1 (including the Replacement Target therefor, if any) First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 2 (including the Replacement Target therefor, if any) Aggregate Net Sales 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 Target, however, if more than one Net Sales threshold is reached in the same Calendar Year, [***] payments shall be payable during such Calendar Year. For example, if annual Net Sales of all Licensed Products for a Licensed Target first reach [***] in Calendar Year 1, [***] shall be payable to MTEM for such Calendar Year 1, however, if annual Net Sales of all Licensed Products for a Licensed Target first reach [***] (without first reaching [***] in Calendar Year 1), then [***] would be payable to MTEM for Calendar Year 2 and [***] would be payable to MTEM [***]. For clarity, the maximum aggregate amount of milestone payments payable by Takeda pursuant to this Section 6.7 is [***].

Sales Milestone Payments. Subject to the terms and conditions of this Agreement, Takeda Hansoh shall pay to MTEM 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 Viela in writing of the achievement of each Sales Milestone Event within [***] ([***]) [***] following the end of the calendar quarter in which such Sales Milestone Event is achieved, and Viela shall promptly issue an invoice to Hansoh for the amount of the corresponding Sales Milestone Payment. Hansoh shall pay to Viela such invoiced amount within [***] ([***]) [***] after the end receipt of the first Calendar Year in which the aggregate annual Net Sales of all Licensed Products Directed to each Licensed Target in such Calendar Year reach the following thresholds for the first time: Portions of this Exhibit, indicated by the xxxx “Viela’s invoice. [***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, as amendedMARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Sales Milestone Event Sales Milestone Payments First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 1 (including the Replacement Target therefor, if any) First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 2 (including the Replacement Target therefor, if any) Aggregate Net Sales of all Licensed Products for the applicable Licensed Target Payment [***] [***] [***] Aggregate Net Sales of all Licensed Products for the applicable Licensed Target [***] [***] [***] [***] [***] Each sales milestone payment is separate Sales Milestone Payment will be payable only one-time and may only upon the first achievement of the applicable Sales Milestone Event in the Territory, and no amounts would be earned once due for subsequent or repeated achievements. For clarity, the aggregate of all Licensed Products for each Licensed Target, however, Sales Milestone Payments in this Section 5.3 shall be additive such that if more than one Net Sales threshold is reached multiple Sale Milestone Events specified above are achieved in the same Calendar Yearcalendar year, [***] payments then the Sale Milestone Payments for all Sale Milestone Events achieved in such calendar year shall be payable during such Calendar Year. For example, if annual Net Sales of all Licensed Products for a Licensed Target first reach [***] in Calendar Year 1, [***] shall be payable to MTEM for such Calendar Year 1, however, if annual Net Sales of all Licensed Products for a Licensed Target first reach within [***] (without first reaching [***]) [***] after the end of such calendar quarter in Calendar Year 1), then [***] would be payable to MTEM for Calendar Year 2 and [***] would be payable to MTEM [***]. For clarity, the maximum aggregate amount of milestone payments payable by Takeda pursuant to this Section 6.7 is [***]which such multiple Sales Milestone Events were achieved in such calendar year.

Sales Milestone Payments. Subject to the terms and conditions Licensee shall notify MTI of this Agreement, Takeda shall pay to MTEM the following sales milestone payments [***] after the end of the first any Calendar Year in which the aggregate annual Net Sales of all a Licensed Products Directed to each Licensed Target Product in such Calendar Year in all countries in the Territory reach the following thresholds for the first time: Portions of this Exhibit, indicated by the xxxx “time within [***],” were omitted ] days after the end of such Calendar Year, and have been filed separately with shall make the Securities and Exchange Commission pursuant following sales milestone payments to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Milestone Milestone Payments First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 1 (including the Replacement Target MTI within [***] days after receiving an invoice from MTI therefor, if any) First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 2 (including the Replacement Target therefor, if any) Aggregate : Annual Net Sales of all Licensed Products for the applicable Licensed Target Threshold Sales Milestone Payment [***] [***] [***] 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 TargetProduct, howeverirrespective 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 all Licensed Products for a Licensed Target Product first reach [***] dollars [***] in Calendar Year 1, [***] dollars [***] shall be payable to MTEM MTI for such Calendar Year 1, however, if annual Net Sales of all Licensed Products for a Licensed Target 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 [***] would be payable to MTEM for Calendar Year 2 and dollars [***] and the [***] dollars [***] sales milestone payments would be payable to MTEM [***]MTI for such Calendar Year 2. For clarityNet Sales of the Co-Exploited Product in the United States, the maximum aggregate amount of milestone payments payable by Takeda 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 6.7 is [***]7.10.

Sales Milestone Payments. Subject After the end of a Calendar Year, if based on the Royalty Reports submitted under this Agreement, Sanofi has achieved a sales milestone specified below in 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, Takeda shall Sanofi will pay to MTEM Ablynx the following sales milestone payments 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 [...***...] after Euros (€[...***...]) in annual Net Sales (the end “First Sales Milestone”) of the first Calendar Year a Licensed Product (total of Net Sales in which the aggregate all Indications) [...***...] First occurrence of [...***...] Euros (€[...***...]) in annual Net Sales of a Licensed Product (total of Net Sales in all Licensed Products Directed to each Licensed Target Indications) in such Calendar Year reach a year after the following thresholds for First Sales Milestone has been paid (the first time: Portions of this Exhibit, indicated by the xxxx “Second Sales Milestone”) [...***...] First occurrence of [...***...] Euros (€[...***...],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Milestone Milestone Payments First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 1 (including the Replacement Target therefor, if any) First Time Milestone is Achieved with respect to the Licensed Target that is Program Target 2 (including the Replacement Target therefor, if any) Aggregate in annual Net Sales of a Licensed Product (total of Net Sales in all Licensed Products for Indications) in a year after the applicable Licensed Target Second Sales Milestone have been paid [...***] [***] [***] Aggregate Net Sales of all Licensed Products for the applicable Licensed Target [***] [***] [***...] Each sales milestone payment is separate on a Licensed Product-by-Licensed Product basis and may only be earned once for the aggregate of all Licensed Products for each Licensed Target, however, if more than one Net Sales threshold is reached in the same Calendar Year, [***] payments shall be payable during such Calendar YearProduct. For example, if annual Net Sales of all Licensed Products for a Licensed Target first reach [***] in Calendar Year 1, [***] shall be payable to MTEM for such Calendar Year 1, however, if annual Net Sales of all Licensed Products for a Licensed Target first reach [***] (without first reaching [***] in Calendar Year 1), then [***] would be payable to MTEM for Calendar Year 2 and [***] would be payable to MTEM [***]. For clarity, the The maximum aggregate amount of milestone payments payable by Takeda Sanofi pursuant to this Section 6.7 5.5 with respect to a Sanofi Target is [...***...] Euros (€[...***...]). Payments made under this Section 5.5 will be non-refundable (except in case of material error).