Milestone Payments Sample Clauses
The Milestone Payments clause defines how and when payments will be made based on the achievement of specific project milestones. Typically, this clause outlines a schedule that links payment amounts to the completion of defined deliverables or phases, such as design approval, prototype delivery, or final acceptance. By tying payments to progress, this clause ensures that the paying party only disburses funds as work is completed, thereby managing financial risk and incentivizing timely performance.
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Milestone Payments. From and after the Closing Date but prior to the expiration of the Put Option Period (the “Post-Closing Milestone Period”), in addition to the consideration set forth in Section 1.6(c) above, in the event that (x) the Acquired Company has achieved the Base Milestones and the Sellers’ Representative has delivered a Milestone Completion Notice, but the Acquired Company has not achieved an Additional Milestone on the Closing Date, and (y) the Acquired Company achieves the Additional Milestone during the Post-Closing Milestone Period, Purchaser shall pay to Sellers the additional amount payable in respect of such Additional Milestone in cash or, at Purchaser’s sole election, in shares of Purchaser Common *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Stock, as set forth in Section 1.6(b)(iii) (each, a “Milestone Payment,” and collectively, the “Milestone Payments”). The Milestone Payments and the Initial Purchase Price shall be referred to herein together as the “Aggregate Purchase Price.” Upon achieving an Additional Milestone, Purchaser shall promptly provide written notice to Sellers’ Representative specifying the Additional Milestone achieved, and Purchaser shall pay the applicable Milestone Payment to Sellers within ten (10) Business Days thereof to the bank accounts or brokerage accounts indicated by the Sellers in accordance with the Proceeds Allocation, subject in each case, to the dispute resolution procedures set forth in Section 1.11. In the event of a Change of Control of Purchaser, Purchaser agrees to either (a) cause the acquirer to assume, whether in writing or by operation of law, all remaining Milestone Payments subject to the terms and conditions set forth herein or (b) accelerate the remaining Milestone Payments such that the Milestone Payments become payable immediately prior to the closing of the Change of Control transaction.
Milestone Payments. (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Event:
(i) For each Licensed Product: [***] [***]
(ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications:
(1) [***] [***]
(b) For clarity, each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below.
(c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) n...
Milestone Payments. Alnylam will pay MIT the amounts set forth below upon achievement by Alnylam or any of its Affiliates or Sublicensees of certain milestone events as set forth below. Payments will be due in respect of the achievement of such milestone events for each first Licensed Product containing an ▇▇▇▇▇ Therapeutic(s) and/or an siRNA Therapeutic(s) towards a specific Target or a specific combination of Targets; provided, however, that if in the course of development a given Licensed Product is discontinued and replaced with a different Licensed Product for the same therapeutic indication containing an ▇▇▇▇▇ Therapeutic(s) and/or an siRNA Therapeutic(s) towards at least one Target that was also a Target of the discontinued Licensed Product, milestone payments already paid for the discontinued Licensed Product will not be due for achievement of the same milestone event(s) by the substituted Licensed Product. Milestone Event Payment Filing of an Investigational New Drug Application (or equivalent) $ [...***...] Dosing of first patient in a Phase 2 clinical trial (or equivalent) $ [...***...] Dosing of first patient in a Phase 3 clinical trial (or equivalent) $ [...***...] First Commercial Sale $ [...***...] • In the event of an assignment as described in Article 10 of the MIT Agreement, the milestone payments set forth above that have not yet come due, will instead be replaced with the milestone events and payments set forth below. Milestone Event Payment Filing of Investigational New Drug Application (or equivalent) $ [...***...] Dosing of first patient in a Phase 2 clinical trial (or equivalent) $ [...***...] Dosing of first patient in a Phase 3 clinical trial (or equivalent) $ [...***...] First Commercial Sale $ [...***...] • The milestone events set forth in the two tables above are intended to be successive. In addition and notwithstanding the foregoing, if any milestone is reached without achieving a preceding milestone, then the amount which would have been payable on achievement of the preceding milestone will be payable upon achievement of the next successive milestone. Alnylam will notify MIT within ten (10) days of the achievement of any of the above milestones by Alnylam or any of its Affiliates or Sublicensees.
Milestone Payments will pay Stanford the following milestone payments:
Milestone Payments. 3.1 Progress payments of the Fixed Fees (inclusive of all taxes and charges) will be made as follows: [retain if the payment arrangements for the Services are to be based upon a Fixed Fee arrangement. If the payment arrangements are to be based on Daily or Hourly rates, delete this Milestone Payments sec- tion]
Milestone Payments. [TBD]. LICENSEE shall make each such milestone payment to REGENTS irrespective of whether the associated milestone was reached by LICENSEE itself, by a SUBLICENSEE and/or by a third party acting on behalf of LICENSEE or SUBLICENSEE.
Milestone Payments. NYSEG shall make milestone payments to National Grid in connection with the ATPat the times and in the amounts as follows:
7.3.1 2014 Initial Pre-Payment
Milestone Payments. Upon first achievement of a milestone event described below in this Section 9.2 (a “Milestone Event”) by Sanofi or any of its Affiliates or Sublicensees, Sanofi shall notify RevMed of such achievement and RevMed will issue an invoice to Sanofi for the corresponding one-time, non-refundable and non-creditable milestone payment (a “Milestone Payment”). RevMed will also have the right to notify Sanofi in writing if RevMed believes a Milestone Event has been achieved even if Sanofi has not provided such notice to RevMed, and unless Sanofi notifies RevMed within [***] Business Days after receipt of such notice from RevMed that such Milestone Event has not been achieved, RevMed may issue an invoice to Sanofi for the corresponding Milestone Payment. Subject to the terms and conditions of this Agreement, Sanofi will pay to RevMed the following Milestone Payments within [***] after receipt of such invoice therefor as follows:
(a) [***] [ ***]
(b) [***] [ ***]
(c) [***] [ ***]
(d) [***] [ ***]
(e) [***] [ ***]
(f) [***] [ ***]
(g) [***] [ ***]
(h) [***] [ ***]
(i) [***] [ ***]
(j) [***] [ ***]
(k) [***] [ ***]
(l) [***] [ ***]
(m) [***] [ ***]
(n) [***] [ ***]
(o) [***] [ ***]
(p) [***] [ ***] In no event shall the total Milestone Payments under this Agreement exceed: $ 520,000,000 Each Milestone Payment is due only once and will be payable only upon the first Product to achieve the corresponding Milestone Event for the first time. *For purposes of determining whether a Milestone Event has occurred with respect to the EMA, a Marketing Approval must be obtained [***]. The Milestone Payments shall be payable with respect to Initiation of any RevMed Study only if [***].
Milestone Payments. 24 6.5 Royalties....................................................... 25 6.6 Third Party Royalties........................................... 26 6.7
Milestone Payments. The Investment will be paid over time in accordance with the critical Milestones as set out in Schedule D. A Project may have one or more Milestones, to be disbursed throughout the Term of this Investment Agreement, unless an extension is agreed to by the Parties. Upon completion of a Milestone, the Applicant is required to submit a Progress Report or Final Report (as the case may be) to Alberta Innovates.