Development Milestone Earn-Out Consideration Clause Samples

The Development Milestone Earn-Out Consideration clause defines the terms under which additional payments are made to a party based on the achievement of specified development milestones. Typically, this clause outlines the particular milestones—such as regulatory approvals, product launches, or technical achievements—that trigger these contingent payments, as well as the timing and calculation of such payments. Its core function is to align incentives and allocate financial rewards based on the successful progression of a project, thereby managing risk and motivating performance.
Development Milestone Earn-Out Consideration. (i) The following amounts (“Development Milestone Earn-Out Consideration”) shall be payable in accordance with Section 2.8 of the Agreement and this Exhibit E upon achievement of the following events (“Development Milestones”) by Purchaser and its Affiliates, licensees and sublicensees, and shall be non-refundable and non-creditable and not subject to deduction or set-off: