Objective The objective of Transfer Agent’s Security Policy and related information security program is to implement data security measures consistent in all material respects with applicable prevailing industry practices and standards (“Objective”). In order to meet such Objective, Transfer Agent uses commercially reasonable efforts to:
Goal The goal of mediation is a durable agreement. Accordingly, any agreement reached is subject to the disputants “sleeping on” the agreement, consulting with their respective attorneys, and changing their minds. No mediation agreement will be binding until memorialized into a formal agreement by their attorneys and signed by disputants and their attorneys.
Objectives The Parties conclude this Agreement, among others, for purposes of:
Minimum Necessary Only the minimum necessary amount of DHCS PHI or PI required to perform necessary business functions may be copied, downloaded, or exported.
Program Objectives In performing its responsibilities with respect to the management and administration of the Program, each Party shall be guided by the following Program objectives (the “Program Objectives”):
Sales Milestones Pfizer shall pay to CytomX the following one-time payments (each, a “Sales Milestone Payment”) when aggregate Annual Net Sales of a Licensed Product in the Territory in a Pfizer Year first reach the respective threshold (a “Sales Threshold”) indicated below (each, a “Sales Milestone”); provided that such Sales Threshold with respect to a Licensed Product must be reached within the first seven (7) full Pfizer Years following the First Commercial Sale of such Licensed Product in the United States. Total Annual Net Sales Sales Milestone Payment for Licensed Products Targeting EGFR Sales Milestone Payment for Licensed Products Targeting the Second Target or a Replacement Target Sales Milestone Payment for Licensed Products Targeting an Additional Target Total Annual Net Sales exceeding $500,000,000 [***] [***] [***] Total Annual Net Sales exceeding $1,000,000,000 [***] [***] [***] Total Annual Net Sales exceeding $2,000,000,000 [***] [***] [***] Total Annual Net Sales exceeding $3,000,000,000 [***] [***] [***] ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. If more than one unmet Sales Threshold is achieved with respect to the same Pfizer Year, payment will be made with respect to the higher or highest Sales Threshold achieved in such Pfizer Year and all other previously unmet Sales Thresholds achieved with respect to such Pfizer Year will remain eligible to be met in future Pfizer Years. Any Sales Milestone Payment with respect to any Pfizer Year shall be payable within sixty (60) days of the end of such Pfizer Year in the United States. Each Sales Milestone Payment is payable a maximum of one time only, regardless of the number of Licensed Products that achieve a particular Sales Threshold.
Project/Milestones Taxpayer is a Voice over Internet Protocol (VoIP) service provider. In consideration for the Credit, Taxpayer agrees to hire full-time employees and invest in computer and research and development equipment, software licenses, and furniture and fixtures as part of its expansion in Fullerton, California (collectively, the “Project”). Further, Taxpayer agrees to satisfy the milestones as described in Exhibit A (“Milestones”) and must maintain Milestones for a minimum of three (3) taxable years thereafter. In the event Taxpayer employs more than the number of full-time employees, determined on an annual full-time equivalent basis, than required in Exhibit A, for purposes of satisfying the “Minimum Annual Wage of California Full-time Employees Hired” and the “Cumulative Average Annual Wage of California Full-time Employees Hired,” Taxpayer may use the wages of any of the full-time employees hired within the required time period. For purposes of calculating the “Minimum Annual Wage of California Full-time Employees Hired” and the “Cumulative Average Annual Wage of California Full-time Employees Hired,” the wage of any full-time employee that is not employed by Taxpayer for the entire taxable year shall be annualized. In addition, the wage of any full-time employee hired to fill a vacated position in which a full-time employee was employed during Taxpayer’s Base Year shall be disregarded.
Development Milestones (a) Alnylam, its Affiliates or sublicensees (except Naked Sublicensees) will pay to Isis the following milestone payments for each Alnylam Product within [**] after the first achievement of each of the following events: MILESTONE EVENT MILESTONE PAYMENT --------------- ----------------- Initiation of Phase I Trial US$[**] Initiation of Phase III Trial US$[**] Filing NDA US$[**] Marketing Approval US$[**] Each milestone payment under this Section 7.3(a) will only be due on the [**] Alnylam Product that modulates a particular Gene Target to trigger such milestone payment, whether such milestone is achieved by Alnylam or an Affiliate or sublicensee of Alnylam.
Commercial Milestones In partial consideration of the rights granted by MedImmune to Licensee hereunder, Licensee shall pay to MedImmune the following payments, which shall be nonrefundable, noncreditable and fully earned upon the achievement of the applicable milestone event:
Flexibility Variations to the provisions of this Article made by agreement between the supervisor and the employee are permitted, subject to Director approval.