Development Event Based Payments Sample Clauses

Development Event Based Payments. If Roche (alone or with its Affiliates) develops a Non-Memory Compound for a Neurological Indication or a Psychiatric Indication, then Roche shall pay Memory for such Non-Memory Compound achieving the Events of Sections 4.3(a) and 4.3(b) as if such Non-Memory Compound were a Product except (i) Roche shall pay [*] percent ([*]%) of such payments related to IND, Phase II and Phase III Events, and (ii) [*] percent ([*]%) of all other payments provided under Section 4.3(a) and 4.3(b). If Roche (alone or with its Affiliates) develops a Non-Memory Compound for an Other Indication, then Roche shall pay Memory for such Non-Memory Compound achieving the Events of Sections 4.3(c) as if such Non-Memory Compound were a Product except (i) Roche shall pay [*] percent ([*]%) of such payments related to IND, Phase II and Phase III Events, and (ii) [*] percent ([*]%) of all other payments provided under Section 4.3(c). Each payment in this Schedule C shall be due and payable by Roche within thirty (30) days after occurrence of the applicable Event. Roche will make each of such payments only once, for the first occurrence of a respective Event, regardless of how many times the Event may be subsequently achieved with a Non-Memory Compound. An Event shall be deemed to have occurred regardless of whether a Product or a Non-Memory Compound first achieved the Event.
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Development Event Based Payments. Based upon this event occurring on or before [*]. If this event occurs after such date, the payment shall be reduced to [*] dollars ($[*]). ** Based upon this event occurring on or before [*]. If this event occurs after such date, the payment shall be reduced to [*] dollars ($[*]). *** If any Product is for a Psychiatric Indication other than schizophrenia, then the payment shall be reduced to [*] dollars ($[*]). [*] CONFIDENTIAL TREATMENT IS REQUESTED (a) Neurological Indications. Roche shall pay to Memory with respect to such Product the following non-refundable and non-creditable payments upon the first occurrence of the following events for such Product if such Product contains a different Memory Compound than any Memory Compound contained in a Product for which any payment has been made under Section 4.4(b) or 4.4(c): -------------------------------------------------------------- EVENT PAYMENT (MIO US$) -------------------------------------------------------------- [*] (or a foreign equivalent) [*] for a Neurological Indication -------------------------------------------------------------- [*] for a Neurological Indication [*] -------------------------------------------------------------- [*] for a Neurological Indication [*] -------------------------------------------------------------- (b) Psychiatric Indications. Roche shall pay to Memory with respect to such Product the following non-refundable and non-creditable payments upon the first occurrence of the following events for such Product if such Product contains a different Memory Compound than any Memory Compound contained in a Product for which any payment has been made under Section 4.4(a) or 4.4(c): -------------------------------------------------------------- EVENT PAYMENT (MIO US$) -------------------------------------------------------------- [*] (or foreign equivalent) for [*] a Psychiatric Indication -------------------------------------------------------------- [*] for a Psychiatric Indication [*] -------------------------------------------------------------- [*] for a Psychiatric Indication [*] --------------------------------------------------------------
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Development Event Based Payments. Based upon this event occurring on or before [*]. If this event occurs after such date, the payment shall be reduced to [*] dollars ($[*]). ** Based upon this event occurring on or before [*]. If this event occurs after such date, the payment shall be reduced to [*] dollars ($[*]). *** If any Product is for a Psychiatric Indication other than schizophrenia, then the payment shall be reduced to [*] dollars ($[*]). [*] CONFIDENTIAL TREATMENT IS REQUESTED (a) Neurological Indications. Roche shall pay to Memory with respect to such Product the following non-refundable and non-creditable payments upon the first occurrence of the following events for such Product if such Product contains a different Memory Compound than any Memory Compound contained in a Product for which any payment has been made under Section 4.4(b) or 4.4(c): EVENT PAYMENT (MIO US$) ----- ----------------- [*] (or a foreign equivalent) for a Neurological [*] Indication [*] for a Neurological Indication [*] [*] for a Neurological Indication [*] (b) Psychiatric Indications. Roche shall pay to Memory with respect to such Product the following non-refundable and non-creditable payments upon the first occurrence of the following events for such Product if such Product contains a different Memory Compound than any Memory Compound contained in a Product for which any payment has been made under Section 4.4(a) or 4.4(c): EVENT PAYMENT (MIO US$) ----- ----------------- [*] (or foreign equivalent) for a Psychiatric Indication [*] [*] for a Psychiatric Indication [*] [*] for a Psychiatric Indication [*]
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Development Event Based Payments 
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Related to Development Event Based Payments

  • Adjustment Events In the event the General Partner (i) declares or pays a dividend on any Class of its outstanding REIT Shares in REIT Shares or makes a distribution to all holders of any Class of its outstanding REIT Shares in REIT Shares, (ii) subdivides any Class of its outstanding REIT Shares, or (iii) combines any Class of its outstanding REIT Shares into a smaller number of REIT Shares with respect to any Class of REIT Shares, then a corresponding adjustment to the number of outstanding Partnership Units of the applicable Class necessary to maintain the proportionate relationship between the number of outstanding Partnership Units of such Class to the number of outstanding REIT Shares of such Class shall automatically be made. Additionally, in the event that any other entity shall become General Partner pursuant to any merger, consolidation or combination of the General Partner with or into another entity (the “Successor Entity”), the number of outstanding Partnership Units of each Class shall be adjusted by multiplying such number by the number of shares of the Successor Entity into which one REIT Share of such Class is converted pursuant to such merger, consolidation or combination, determined as of the date of such merger, consolidation or combination. Any adjustment to the number of outstanding Partnership Units of any Class shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event; provided, however, that if the General Partner receives a Notice of Redemption after the record date, but prior to the effective date of such dividend, distribution, subdivision or combination, or such merger, consolidation or combination, the number of outstanding Partnership Units of any Class shall be determined as if the General Partner had received the Notice of Redemption immediately prior to the record date for such dividend, distribution, subdivision or combination or such merger, consolidation or combination. If the General Partner takes any other action affecting the REIT Shares other than actions specifically described above and, in the opinion of the General Partner such action would require an adjustment to the number of Partnership Units to maintain the proportionate relationship between the number of outstanding Partnership Units to the number of outstanding REIT Shares, the General Partner shall have the right to make such adjustment to the number of Partnership Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances.

  • Subsequent Events If, at any time on or after an Applicable Time but prior to the related Settlement Date, any event occurs as a result of which the Registration Statement or Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Registration Statement or Prospectus may cease until such are amended or supplemented; (ii) amend or supplement the Registration Statement or Prospectus to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request.

  • Amortization Events If any one of the following events shall occur: (a) failure on the part of the Sellers (i) to make any payment or deposit required by the terms of this Agreement or any Supplement on or before the date occurring five Business Days after the date such payment or deposit is required to be made, or (ii) duly to observe or perform any other covenants or agreements of the Sellers set forth in this Agreement or any Supplement, which failure has a material adverse effect on the Investor Certificateholders of any Series and which continues unremedied for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder; (b) any representation or warranty made by the Sellers in this Agreement or any Supplement or any information to identify the Accounts required to be delivered by the Sellers pursuant to Section 2.01 or 2.09 (i) shall prove to have been incorrect in any material respect when made or when delivered, which continues to be incorrect in any material respect for a period of 60 days after the date on which notice of such failure, requiring the same to be remedied, shall have been given to the Sellers by the Trustee, or to the Sellers and the Trustee by an Investor Certificateholder, and (ii) as a result of such incorrectness the interests of the Investor Certificateholders of any Series are materially and adversely affected; provided, however, that an Amortization Event shall not be deemed to have occurred under this paragraph if the Sellers have repurchased the related Receivables or all such Receivables, if applicable, during such period in accordance with the provisions of this Agreement; (c) any of the Sellers shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Seller or of or relating to all or substantially all its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Seller; or any of the Sellers shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations (any such act or occurrence being an “Insolvency Event”); (d) the Trust shall become an “investment company” within the meaning of the Investment Company Act; (e) a failure by the Sellers to convey Receivables in Additional Accounts or Participation Interests to the Trust within five Business Days after the day on which they are required to convey such Receivables or Participation Interests pursuant to Section 2.09(a); (f) a Servicer Default shall occur; or (g) a Transfer Restriction Event shall occur; then, in the case of any event described in paragraph (a), (b) or (f), either the Trustee or the Holders of Investor Certificates evidencing more than 50% of the aggregate unpaid principal amount of any Series of Investor Certificates to which such event relates by notice then given to the Sellers and the Servicer (and to the Trustee if given by the Investor Certificateholders) may declare that an amortization event (an “Amortization Event”) has occurred with respect to such Series as of the date of such notice, and, in the case of any event described in paragraph (c), (d), (e) or (g), subject to applicable law, an Amortization Event shall occur with respect to all outstanding Series without any notice or other action on the part of the Trustee or the Certificateholders immediately upon the occurrence of such event.

  • Adjustment Event If an adjustment event arises in respect of a taxable supply made by a supplier under the Agreement, the amount payable by the recipient under clause 20.3 will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the supplier or by the supplier to the recipient as the case requires.

  • Milestone Event Milestone Payment [***] [***]