Exceptions; Additional Conditions Clause Samples
The "Exceptions; Additional Conditions" clause defines specific situations where the general terms of an agreement do not apply, and may also introduce extra requirements that must be met for certain provisions to take effect. In practice, this clause might list particular scenarios, such as regulatory changes or force majeure events, where obligations are suspended or modified, and could require parties to fulfill additional steps, like providing notice or documentation, before benefiting from an exception. Its core function is to clarify the boundaries of the agreement, ensuring that both parties understand when standard terms are overridden and what must be done to invoke any exceptions, thereby reducing ambiguity and potential disputes.
Exceptions; Additional Conditions. Notwithstanding the foregoing, the following shall apply:
(i) With respect to a Development Milestone Product from the [***] or [***] for which Merck has issued an Elected Candidate Notice pursuant to Section 2.11(d), the Milestone Payment [***]. Furthermore, if a Milestone Event is achieved that triggers a Milestone Payment set forth in Table 1 below for a given Development Milestone Product, and the preceding Milestone Events set forth in Table 1 for such Development Milestone Product have not occurred such that the previous Milestone Payments set forth in Table 1 have not been previously paid for such Development Milestone Product (to the extent such Milestone Payment would otherwise be payable with respect to such Development Milestone Product), then all such previous Milestone Payments shall become due and payable upon achievement of such Milestone Event for such Development Milestone Product.
(ii) In the event that more than one Milestone Event set forth in Table 2 are achieved in the same Calendar Year with respect to a Product, Milestone Payments will be payable with respect to each such Milestone Event [***].
(iii) In all cases, the maximum number of times a Milestone Payment shall be payable for a given Milestone Event is [***].