Common use of Milestone Events and Milestone Payments Clause in Contracts

Milestone Events and Milestone Payments. Subject to the terms and conditions of this Agreement, Buyer shall make each applicable payment (each a “Milestone Payment”) set forth in Section 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii) to the Seller promptly (and in any event no later than [**]) after the achievement by any member of the Buyer Rights Group of the relevant event listed under Sections 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii), respectively (each, a “Milestone Event”). (i) A one-time payment of [**] Dollars ($[**]) upon the First Commercial Sale of any CFTR MRT Product in the United States or European Union; (ii) With respect to each Non-CFTR MRT Product, a one-time payment of Ten Million Dollars ($10,000,000) upon the First Commercial Sale of such Non-CFTR MRT Product [**], provided, however, that the Milestone Payment in this Section 1.11(a)(ii) shall be due no more than once with respect to any two Non-CFTR MRT Products if all of the MRT Compound(s) in one of the Non-CFTR MRT Products are the same as all of the MRT Compound(s) in the other Non-CFTR MRT Product (it being understood that, for purposes of this Section 1.11(a)(ii), (A) any metabolite, prodrug, hydrate or other solvate, analog, ester, salt, intermediate, stereoisomer, racemate, tautomer or polymorph of any MRT Compound shall be considered the same MRT Compound and (B) any MRT Compound containing a different sequence than (e.g., an optimized sequence of) any other MRT Compound shall be considered a different MRT Compound from such other MRT Compound), regardless of whether such Non-CFTR MRT Products containing such MRT Compound(s) have different strengths, formulations, dosage forms or modes of administration or are marketed and sold for different Indications; and (iii) A one-time payment of [**] Dollars ($[**]) upon the first achievement of the aggregate Annual Net Sales of any MRT Product equaling or being greater than [**] Dollars ($[**]) (it being understood that the Annual Net Sales of any two MRT Products may be aggregated to determine whether the Milestone Event in this Section 1.11(a)(iii) has been achieved only if all of the MRT Compound(s) in one of the MRT Products are the same as all of the MRT Compound(s) in the other MRT Product (it being understood that, for purposes of this Section 1.11(a)(iii), (A) any metabolite, prodrug, hydrate or other solvate, analog, ester, salt, intermediate, stereoisomer, racemate, tautomer or polymorph of any MRT Compound shall be considered the same MRT Compound and (B) any MRT Compound containing a different sequence than (e.g., an optimized sequence of) any other MRT Compound shall be considered a different MRT Compound from such other MRT Compound), regardless of whether such MRT Products have different strengths, formulations, dosage forms or modes of administration or are marketed and sold for different Indications.

Milestone Events and Milestone Payments. Subject to the terms and conditions of this Agreement, Buyer shall make each applicable payment (each a “Milestone Payment”) set forth in Section 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii) to the Seller promptly (and in any event no later than [**]) after the achievement by any member of the Buyer Rights Group of the relevant event listed under Sections 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii), respectively (each, a “Milestone Event”). (i) A one-time payment of [**] Dollars ($[**]) upon the First Commercial Sale of any CFTR MRT Product in the United States or European Union; (ii) With respect to each Non-CFTR MRT Product, a one-time payment of Ten Million [**] Dollars ($10,000,000[**]) upon the First Commercial Sale of such Non-CFTR MRT Product [**], provided, however, that the Milestone Payment in this Section 1.11(a)(ii) shall be due no more than once with respect to any two Non-CFTR MRT Products if all of the MRT Compound(s) in one of the Non-CFTR MRT Products are the same as all of the MRT Compound(s) in the other Non-CFTR MRT Product (it being understood that, for purposes of this Section 1.11(a)(ii), (A) any metabolite, prodrug, hydrate or other solvate, analog, ester, salt, intermediate, stereoisomer, racemate, tautomer or polymorph of any MRT Compound shall be considered the same MRT Compound and (B) any MRT Compound containing a different sequence than (e.g., an optimized sequence of) any other MRT Compound shall be considered a different MRT Compound from such other MRT Compound), regardless of whether such Non-CFTR MRT Products containing such MRT Compound(s) have different strengths, formulations, dosage forms or modes of administration or are marketed and sold for different Indications; and (iii) A one-time payment of [**] Dollars ($[**]) upon the first achievement of the aggregate Annual Net Sales of any MRT Product equaling or being greater than [**] Dollars ($[**]) (it being understood that the Annual Net Sales of any two MRT Products may be aggregated to determine whether the Milestone Event in this Section 1.11(a)(iii) has been achieved only if all of the MRT Compound(s) in one of the MRT Products are the same as all of the MRT Compound(s) in the other MRT Product (it being understood that, for purposes of this Section 1.11(a)(iii), (A) any metabolite, prodrug, hydrate or other solvate, analog, ester, salt, intermediate, stereoisomer, racemate, tautomer or polymorph of any MRT Compound shall be considered the same MRT Compound and (B) any MRT Compound containing a different sequence than (e.g., an optimized sequence of) any other MRT Compound shall be considered a different MRT Compound from such other MRT Compound), regardless of whether such MRT Products have different strengths, formulations, dosage forms or modes of administration or are marketed and sold for different Indications.