Milestone Payments Clause Examples
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. (a) In partial consideration of the License, Company will pay to Penn the applicable milestone payment listed in the table below after the first achievement of each milestone event for each Licensed Product. Company will provide Penn with written notice within [**] days after achieving each milestone. Receipt of IND Approval for a Licensed Product $100,000 (Waived) Initiation of Phase II clinical trial for a Licensed Product $100,000 [**] [**] [**] [**] [**] [**] First calendar year in which Sales exceed $[**] [**] First calendar year in which Net Sales exceed $[**] [**] “Initiation” of a clinical trial means dosing the first patient in such trial in accordance with the trial protocol. For the sake of clarity, Milestone Events are cumulative. Achievement of a Milestone Event with respect to a Licensed Product triggers all prior milestones with respect to such Licensed Product unless previously triggered and paid.
(b) Notwithstanding anything in Section 3.4(a) to the contrary, if development of a Licensed Product for a particular indication in the Field of Use ceases (a “Failed Product”), and development of a next Licensed Product for the same indication (“Follow-On Product”) subsequently commences or continues, then any of the Milestone Payments previously made by Company in connection with such Failed Product shall be fully creditable against the repeated achievement of such milestone event by such Follow-On Product to achieve such milestone event. In the event that Company files an IND before December 31, 2006, the Milestone Payment for Receipt of IND Approval will be waived by Penn. In the event that Company files an IND after December 31, 2006, but before July 1, 2007, the payment Milestone Payment for Receipt of IND Approval will be reduced to $[**]. In addition, any License Maintenance Fee paid within the same year that one or more Milestone Payments are due will be creditable toward any applicable Milestone Payment payable with respect to any Licensed Product in the Field of Use within a year after the date on which such License Maintenance Fee payment was due.
(c) The Milestone Payments set forth in this Section 3.4 shall be payable upon achievement of the corresponding milestone event by Company or any of its Affiliates or sublicensees; provided that any such Milestone Payments payable based upon achievement of the corresponding milestone event by a third party sublicensee shall be subtracted from Sublicense Income for purposes of determining the ...
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. 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 will pay Stanford the following milestone payments:
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.
Milestone Payments. (a) In addition to the license fee payable under Section 4.1
(i) upon the initiation of the first [REDACTED] Clinical Trial for the first Product for which [REDACTED] Clinical Trials are undertaken by Licensee or any of its Affiliates or any Sublicensee, Licensee will make a one-time payment to Licensor in the amount of [REDACTED];
(ii) upon the filing of the first [REDACTED] for the first Product for which an [REDACTED] by Licensee or any of its Affiliates or any Sublicensee, Licensee will make a one-time payment to Licensor in the amount of [REDACTED];
(iii) upon the first approval by the [REDACTED] for a Product in respect of which an [REDACTED], Licensee will make a one-time payment to Licensor in the amount of [REDACTED]; and
(iv) upon the first approval by a Major Market Country Approval Authority of an [REDACTED] for a Product, Licensee will make a one-time payment to Licensor in the amount of [REDACTED].
(b) Each Milestone Payment due under Section 4.2(a) will be due only once for the first Product in respect of which the indicated Milestone occurs. Licensee will promptly notify Licensor in writing of the occurrence of each Milestone. Licensee will make all Milestone Payments within [REDACTED] after the later of (a) receiving an invoice from Licensor for the applicable amount, and (b) the occurrence of the Milestone. The subsequent occurrence of any similar event in respect of any Product will not give rise to any additional obligation of Licensee to make any Milestone Payment. The payment provided for in Section 4.2(a)(iv) will not be made for any subsequent approval in any other Major Market Country.
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. Hana shall pay to INEX milestones payments in respect of Sphingosomal Vinorelbine as follows:
(a) One Million Dollars ($1,000,000) upon on the date the first patient is enrolled in any clinical trial of Sphingosomal Vinorelbine conducted pursuant to an IND sponsored by Hana, of which INEX acknowledges Five Hundred Thousand Dollars ($500,000) has been paid by wire transfer to INEX of immediately available funds and the remaining Five Hundred Thousand Dollars ($500,000) has been paid by Hana issuing to INEX a number of additional shares of Common Stock determined by dividing Five Hundred Thousand Dollars ($500,000) by the FMV as of the date of such first patient enrollment;
(b) [*] upon the date the first patient is enrolled in a Phase II clinical trial of Sphingosomal Vinorelbine conducted pursuant to an IND sponsored by Hana, which payment shall be made by Hana issuing to INEX a number of additional shares of Common Stock determined by dividing [*] by the FMV as of the date of such first patient enrollment; and
(c) [*] upon the approval by the FDA of an NDA relating to Sphingosomal Vinorelbine, which payment shall be made by Hana issuing to INEX a number of additional shares of Common Stock determined by dividing [*] by the FMV as of the date of such FDA approval; provided however, if a Regulatory Submission equivalent to an NDA is approved in any of the Designated EU States before an NDA relating to Sphingosomal Vinorelbine is approved by the FDA, [*] the milestone due under this Section 3.2.1(c) will be paid by Hana to INEX immediately upon approval of that equivalent filing and the remaining balance will be paid by Hana to INEX immediately upon the approval of an NDA relating to Sphingosomal Vinorelbine by the FDA.
(d) For the avoidance of doubt, each of the milestone payments described in subparagraphs (a), (b) and (c) of this Section 3.2.1 above represent one-time payments to INEX, and shall be due only upon the first occurrence of the events described in each such subparagraph. For example, the milestone payment described in subparagraph (a) above will be due only once, upon the date the first patient is enrolled in a clinical trial of Sphingosomal Vinorelbine conducted pursuant to an IND sponsored by Hana. No additional milestone payments to INEX shall be due from Hana pursuant to subparagraph (a) in connection with any subsequent clinical trials sponsored by Hana.
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. 16 4.4 Royalties............................................................................17