Milestone Notice Sample Clauses

Milestone Notice. ViroPharma shall notify INS within ten (10) Business Days of any determination, completion or approval that would trigger a payment by ViroPharma to INS under Section 6.1.2 and the amount of the payment required and shall pay such amount as provided herein.
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Milestone Notice. Within ** days after the achievement of any milestone set forth in Section 3.1.3, Cell Therapeutics shall provide Novartis with written notice of such milestone achievement (each, a “Milestone Notice”), together with payment of the corresponding milestone payment.
Sample 1
Milestone Notice. As soon as reasonably practicable, but in no event later than the later of (i) forty five (45) days after the end of the applicable Year, or (ii) 20 days after DTS shall have received all required information and reports from Sirius/XM, DTS will give notice (in each case, a “Milestone Notice”) to Seller informing Seller as to whether or not the Earnout Milestone was achieved. The “Milestone Notice Date,” in any case, will mean the date on which the Milestone Notice was communicated by DTS to Seller. If a dispute arises between DTS and Seller as to whether an Earnout Milestone has been achieved, such dispute will be resolved pursuant to Section 1.7(d) below, and notwithstanding anything herein to the contrary, the applicable Milestone Notice Date will be deemed to be the date of resolution of such dispute.
Sample 1
Milestone Notice. Within ninety (90) days after the end of each of the 2019 Fiscal Year and 2020 Fiscal Year (each, a “Measurement Year”), Parent shall deliver to the Rights Agent and the Representative (a) a written notice (the “Milestone Notice”) setting forth in reasonable detail the Parent’s calculation of the Adjusted EBITDA for the applicable Measurement Year and stating which, if any, of the two Milestones in respect of such Measurement Year have been achieved (or, if no such Milestones have been achieved, that no Milestones have been achieved in respect of such Measurement Year), along with reasonable supporting documentation relating to the calculations and the components thereof and (b) a copy of the Audit Report in respect of such Measurement Year. The Milestone Notice (and the calculations contained therein) shall be prepared in a manner consistent with the calculation set forth on Exhibit C.
Sample 1
Milestone Notice. Within ten (10) Business Days after the achievement of any Milestone, Parent shall deliver to the Securityholder Representative notice of the achievement of the Milestone (each, a “Milestone Notice”), which shall include a breakdown of the percentage of the associated Milestone Consideration payment that will be made in Parent Common Stock and the percentage of the associated Milestone Consideration payment that will be made in cash. As promptly as practicable (but in any event within twenty (20) Business Days following Parent’s delivery to the Securityholder Representative of a Milestone Notice, the Company Securityholders shall deliver an updated Merger Consideration Schedule to the Securityholder Representative and Parent, which shall include, in addition to the information set forth in Section 2.9(e), (i) the amount of the Milestone Consideration payable to the individuals set forth on Schedule 2 pursuant to the Company’s Amended and Restated Management Incentive Plan in effect as of the date of this Agreement (the “Milestone Management Bonus”), (ii) any amounts due to Guggenheim Partners in respect of services rendered to the Company in connection with the Transactions that become due as a result of the achievement of such Milestone (a “Guggenheim Payment”), (iii) any amounts funded as Additional Reserve and (iv) an allocation of the applicable Milestone Consideration Payment (less the Milestone Management Bonus, any Guggenheim Payment and any Additional Reserve) among the Company Securityholders, determined in accordance with the terms of this Agreement and the Company’s Organizational Documents as in effect as of immediately prior to the Effective Time. All payments under this Section 2.12(b) shall be made in accordance with any such updated Merger Consideration Schedule delivered by the Company Securityholders to the Securityholder Representative and Parent with respect to the Milestone that has been achieved. Within ten (10) days following the delivery of an updated Merger Consideration Schedule by the Company Securityholders to the Securityholder Representative and Parent, Parent shall pay the respective Milestone Consideration by (i) in the case of the Milestone Management Bonus, by delivering or paying to the Surviving Company an amount equal to the Closing Management Bonus for distribution to the individuals set forth on Schedule 2 through the Surviving Company’s payroll payment system (in each case subject to applicable withholding Taxes), (i...
Sample 1
Milestone Notice. Sub shall notify Parent within ten (10) Business Days of the completion of any of the foregoing Milestones, which would trigger the issuance by Parent to Sub of the shares of Series B required under Section 4.2.
Sample 1
Milestone Notice. In accordance with the terms of Exhibit B, Buyer shall give written notice (in each case, a "Milestone Notice") to the Stockholder Representative informing the Stockholder Representative as to: (i) whether the Earnout Milestone was achieved; and (ii) if the Earnout Milestone was achieved, the amount of the Earnout Consideration to be paid to the Company Stockholders. The "Milestone Notice Date," in any case, will mean the date on which the Milestone Notice was communicated by Buyer to the Stockholder Representative. The Milestone Notice shall specify in reasonable detail the basis for Buyer’s determination, and Buyer shall afford the Stockholder Representative full access to all books and records of Buyer and the Company relevant to the determination of whether the Earnout Milestone was achieved. If a dispute arises between Buyer and the Stockholder Representative as to whether the Company has achieved an Earnout Milestone, such dispute will be resolved pursuant to Section 2.4(c)(ii), and notwithstanding anything herein to the contrary, the applicable Milestone Notice Date will be deemed to be the date of resolution of such dispute.
Sample 1
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Milestone Notice. As soon as reasonably practicable (but in no event later than 30 days after Buyer can determine whether a particular Earnout Milestone has been satisfied), Buyer will give notice (in each case, a "Milestone Notice") to Seller informing Seller as to whether or not the applicable Earnout Milestone was satisfied. The "Milestone Notice Date," in any case, will mean the date on which the Milestone Notice was delivered by Buyer to Seller. If a dispute arises between Buyer and Seller as to whether an Earnout Milestone has been satisfied, such dispute will be resolved pursuant to Section 1.6(f).
Sample 1
Milestone Notice. On or prior to the tenth (10th) business day following the date of the achievement of any Milestone (provided, in the case of the Net Sales Milestone, on or prior to the tenth (10th) business day following the date on which the Net Sales Certificate is prepared for the period in which the date of achievement of the Net Sales Milestone occurs), Holdco shall deliver to the Shareholder Representative written notice of the achievement of such Milestone (each, a “Milestone Notice”); provided that if the CE Xxxx Milestone or the First-in-Man Milestone is reached prior to the Closing Date, no such notice shall be required.
Sample 1

Related to Milestone Notice

  • Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

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

  • Milestone Schedule Please state the status and progress of each Milestone and identify any completed Milestone(s) for the previous calendar quarter.

  • Development Milestone Payments In partial consideration for the rights and licenses granted to Coya hereunder, within ten days after the first achievement of each milestone event in a given Indication set forth in this Section 5.2 (Development Milestone Payments) with respect to a Product (each, a “Development Milestone Event”) by or on behalf of Coya or any of its Affiliates or Sublicensees, Coya shall provide ARScience Bio written notice to ARScience Bio identifying the Development Milestone Event achieved. Upon receipt of any such notice of first achievement of a Development Milestone Event by Coya or its Affiliates or Sublicensees, ARScience Bio will promptly invoice Coya for the applicable Development Milestone Event and Coya will make a milestone payment to ARScience Bio in the amount set forth in this Section 5.2 (Development Milestone Payments) corresponding to such Development Milestone Event (each, a “Development Milestone Payment”) within 45 days of receipt of such invoice. On an Indication-by-Indication basis, each Development Milestone Payment shall be payable only upon the first achievement of the corresponding Development Milestone Event by a Product, in any given Indication for which the Development Milestone Events have not been previously achieved (each such Indication, a “New Indication”). No amounts shall be due for subsequent or repeated achievements of such Development Milestone Event with respect to the same or different Mono Product or Combination Product, as applicable, in such Indication. Accordingly and for clarity, the Development Milestone Payment shall be paid only once, when first achieved by Coya, an Affiliate or a Sublicensee, but no payment shall be due if the same milestone is subsequently achieved by one of Coya, an Affiliate or a Sublicensee. For clarity, the amounts owed in Column (a) below shall be due for the first Combination Product to achieve the Development Milestone Events in a New Indication and the amounts owned in Column (c) below shall be due for the first Mono Product to achieve the Development Milestone Events in a New Indication. Any Combination Product or Mono Product to achieve the Development Milestone Events in a New Indication after the first achievement of the Development Milestone Events as described in the foregoing sentence will cause the amounts in Column (b) with respect to a Combination Product and Column (d) with respect to a Mono Product to be due and payable by Coya upon each such occurrence. If the first Product to achieve a Development Milestone Event in any Indication is a Combination Product, the amounts in Column (a) below shall be due and payable by Coya. If the next Product to achieve a Development Milestone Event in a New Indication is a Mono Product, the amounts in Column (c) below would be due and payable by Coya; provided, that if such next Product to achieve a Development Milestone Event in a New Indication is a Combination Product, the amounts in Column (b) would be due and payable by Coya. By way of example, if a Combination Product achieves IND Acceptance in ALS, and is the first Product to achieve a Development Milestone Event under this Agreement, [***] will be due and payable by Coya. If subsequently a Mono Product achieves IND Acceptance in ALS, no Development Milestone Payments will be due and payable by Coya under this Agreement. However, if subsequently any Combination Product achieves IND Acceptance in Alzheimer’s disease, [***] would be due and payable by Coya.

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

  • Milestone Payment (i) The first time Net Sales in the Territory in a Royalty Period exceed [***] [***]

  • Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.

  • Notice of Completion The Interconnection Customer shall notify the Transmission Provider and the Interconnected Transmission Owner in writing when it has completed construction of (i) the Customer Facility;

  • Sales Milestone Payments As further consideration for Daiichi Sankyo’s grant of the rights and licenses to Rain hereunder, Rain will pay to Daiichi Sankyo the following payments upon the first achievement of the following levels of aggregate annual Net Sales of all Products by Rain, its Affiliates, and its Sublicensees. If two or more sales milestone events are achieved in the same [***], then Rain shall pay to Daiichi Sankyo all of the applicable milestone payments achieved in such [***]. Rain shall deliver written notice to Daiichi Sankyo within [***] after the end of the [***] in which a sales milestone threshold described in this Section 5.3 is achieved for the first time. Aggregate annual Net Sales of all Products shall be calculated based on Net Sales for each Calendar Year. After receipt of such notice from Rain, Daiichi Sankyo shall issue Rain an invoice for the amount corresponding to the applicable sales milestones event. Rain shall pay Daiichi Sankyo within [***] after receipt of an invoice therefor from Daiichi Sankyo. Milestone Event Payment Amount Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. EXECUTION VERSION Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ] Aggregate Annual Net Sales of all Products combined in the Territory in a Calendar Year equals or exceeds [***] [*** ]

  • Sales Milestones On a Co-Co Product-by-Co-Co Product basis, Celgene shall make the following sales milestone payments to Jounce that are set forth below upon the first achievement by or on behalf of Celgene, its Affiliates or Sublicensees of the sales milestone events (“Sales Milestone Events”) set forth below with respect to sales of such Co-Co Product in the ROW Territory. Sales Milestone Event (Per Co-Co Product, ROW (i.e., ex-U.S.)) Milestone Payments (in $ millions) [***] [***] [***] [***]

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