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 will pay Stanford the following milestone payments:
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. (a) Enzon shall pay Santaris a milestone payment (each, an “Event Milestone Payment”) in respect of each of the following events (each, an “Event Milestone”) in the amounts set forth below no later than thirty (30) days after the occurrence of each Event Milestone: Event Milestone Event Milestone Payment
(i) Determination by n/a n/a US[**Redacted**] Enzon to per Additional [**Redacted**] Target
(ii) Filing of an IND in US[**Redacted**] US[**Redacted**] US[**Redacted**] the Enzon Territory for per Additional the first Product Target Event Milestone Event Milestone Payment
(iii) Completion of US[**Redacted**] US[**Redacted**] US[**Redacted**] [**Redacted**] per Additional
(iv) Acceptance of filing US[**Redacted**] US[**Redacted**] US[**Redacted**] of a MAA for the first per Additional Product in the Enzon Target Territory
(v) Launch of the first US[**Redacted**] US[**Redacted**] US[**Redacted**] Product for each Target per Additional in the Enzon Territory Target
(b) Regardless of the number of Selected LNA Compounds or Products developed by Enzon with respect to each Enzon Target, each of the Event Milestone Payments set forth above shall be paid only one (1) time for each Enzon Target.
(c) If the Event Milestone Payment set forth in Section 7.4(a)(ii), (iii) or (iv) is achieved without triggering one or more of the preceding Event Milestone Payments, then Enzon shall pay to Santaris the preceding Event Milestone Payments that were not paid on the date that such later Event Milestone Payment is due.
(d) If Enzon has given Santaris any notice of termination of this Agreement in its entirety under Section 10.2, Enzon shall not be liable for the Event Milestone Payments that first accrue after the date of such notice.
Milestone Payments. Subject to the terms and conditions in this Agreement, MERCK shall pay to deCODE the following milestone payments:
(a) MERCK will pay a milestone of [CONFIDENTIAL TREATMENT REQUESTED].
(b) MERCK will pay a milestone of [CONFIDENTIAL TREATMENT REQUESTED]. MERCK shall notify deCODE in writing within thirty (30) days upon the achievement of the milestone for each Product or Test, and shall make the appropriate milestone payment within thirty (30) days of the achievement of such milestone. The milestone payment shall be payable only upon the [**] achievement of such milestone for any Test or Product containing a unique IRCT Compound and no amounts shall be due hereunder for [**] achievement of such milestone with other Tests or Products containing that IRCT Compound. No milestone payment shall be due under 5.3 (a) for any Product containing a Related IRCT Compound if a milestone under Section 5.3(a) has been paid for a Product containing an IRCT Compound that the Related IRCT Compound was derived from or that the Related IRCT Compound is [CONFIDENTIAL TREATMENT REQUESTED] unless the Product also contains an IRCT Compound that would otherwise qualify for the milestone under this Section 5.3. In the event that MERCK makes a payment under Section 5.3(a) for a Product containing a Related IRCT Compound, it shall have no further obligation to make milestone payments under Section 5.3(a) for (i) any other Product containing that Related IRCT Compound; (ii) the IRCT Compound that it is a [CONFIDENTIAL TREATMENT REQUESTED] of under Section 1.60(a); or (iii) any other compound that is a Related IRCT Compound because it is a [CONFIDENTIAL TREATMENT REQUESTED] of the IRCT Compound of (ii).
Milestone Payments. Xencor shall report to Cardinal Health once a year the status of each cell-line transferred to Xencor and pay to Cardinal Health the applicable milestone payments set forth below (if any) for each cell line transferred to Xencor pursuant to this Section 7.3(B) within […***…] after the achievement of each applicable milestone by a Product produced using such cell line, with the amounts of such milestones to be determined based on how many cell lines Xencor has licensed and on whether such cell line is to be used by Xencor or its designee: […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] provided, however, that if Xencor licenses a cell line pursuant to this Section 7.3(B) after the achievement of one or more milestones by a Product produced using such cell line, then the payment(s) associated with such previously-achieved milestone(s) under this subparagraph (iii) shall not be due for such cell line. Following conduct of an audit pursuant to Section 5.1 hereof of the Facility by qualified representatives of Xencor, Xencor shall promptly provide a written summary of any audit observations to Cardinal Health. Cardinal Health shall have […***…] from the time of receipt of such summary to resolve to Xencor’s reasonable satisfaction any Critical cGMP Deficiencies (as defined below) specifically identified in such summary. If Cardinal Health fails to resolve any such Critical cGMP Deficiency to Xencor’s reasonable satisfaction within such […***…] period, then Xencor may elect to transfer such cGMP activities to a third party CMO, and each of the payment amounts set forth in subparagraphs (i), (ii), and (iii) of this Section 7.3(B) shall be reduced by […***…] ([…***…]%); provided, however, that such payments shall not be reduced in the event that Xencor elects to so transfer such cGMP activities during any period of time following the […***…] period for so long as Cardinal Health is continuing to diligently and timely pursue the resolution of the relevant Critical cGMP)Deficiency or has resolved such deficiency. If Cardinal Health and Xencor disagree as to whether any audit finding is a Critical cGMP Deficiency, then the parties shall appoint a qualified third party cGMP expert within […***…] after a written request by either party to the other party. The parties shall provide the expert with all relevant information on the disputed audit finding within […***…] following the appointment of such cGMP expert. The cGMP expert shall prepare and ...
Milestone Payments. 16 4.4 Royalties............................................................................17
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. 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. If a payment of the Investment is indicated in Schedule D at the Project Start Date, the Applicant shall detail all expenditures related to such funds in the Progress Report due on the completion of Milestone 1.
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]