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. NIBRI shall make milestone payments in accordance with this Section 3.5: (a) with respect to each Myogen Compound, Collaboration Compound or NIBRI Compound having an effect on a High Priority Target, as defined below (whether or not an Option, as defined below, has been exercised), within [/\#/\] of the achievement of such milestone; and (b) with respect to each Myogen Compound, Collaboration Compound or NIBRI Compound having an effect on a Low Priority Target (as to which NIBRI has exercised its Option), payment within [/\#/\] days of exercise of the Option for all prior milestones achieved. Except as explicitly set forth below, milestone payments shall be payable only once with respect to a particular Myogen Compound, Collaboration Compound or NIBRI Compound, even though that Myogen Compound, Collaboration Compound or NIBRI Compound may be subsequently developed for indications other than those for which regulatory approval was initially sought. In the event that a Myogen Compound, Collaboration Compound or NIBRI Compound fails in development, any milestone payments previously paid with respect to such Myogen Compound, Collaboration Compound or NIBRI Compound shall be fully creditable toward the same milestone due with respect to another Myogen Compound, Collaboration Compound or NIBRI Compound advanced as a lead Compound in place of the failed Compound that acts on the same Myogen Target or Collaboration Target. NIBRI may deduct from any milestone payments otherwise due to Myogen under this Section 3.5 the amount of any withholding and similar taxes required under applicable law to be withheld from such payments and paid to applicable tax authorities. The schedule below corresponds to an identical schedule in the License Agreement; payments made pursuant to this Agreement prior to exercise of an Option shall be treated as payments made under the License Agreement. [/\#/\]CONFIDENTIAL TREATMENT REQUESTED Collaboration and Option Agreement - Confidential - Page 15 MILESTONE DEVELOPMENTAL MILESTONE: PAYMENT ------------------------ ------- Pre-Clinical Milestones:
Milestone Payments. As partial consideration for the license granted to BUKWANG under this License Agreement, BUKWANG shall pay LICENSOR nonrefundable milestone payments for each Licensed Product(s) developed by BUKWANG according to the following schedule:
(I) [***] U.S. dollars ($[***]): upon the first to occur of Phase II Completion Date or sixty (60) days after initiation of a Phase III clinical trial.
(II) [***] U.S. dollars ($[***]): upon the first to occur of Phase III Completion Date or sixty (60) days after filing of an NDA.
(III) [***] U.S. dollars ($[***]): within sixty (60) days from the date of Registration. For the purposes of this Article 4.2, Licensed Product(s) developed for hepatitis B virus and ▇▇▇▇▇▇▇-▇▇▇▇ virus indications shall be considered as a single Licensed Product(s), with respect to milestone payments (I) – (III). Such milestone payments shall be due as each milestone is first completed for either the hepatitis B or ▇▇▇▇▇▇▇ ▇▇▇▇ indication. Such payments shall be paid to LICENSOR in addition to those paid to LICENSOR under Paragraph 2.11 of this Agreement. BUKWANG shall pay [***] percent ([***]%) of each milestone payment to UGARF and [***] percent ([***]%) to YALE. Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission. [***] percent ([***]%) of the milestone payments shall be credited against royalties actually due and payable for sales of Licensed Product(s) in Korea, under Article 4.3; provided, however, that in any single License Agreement Year, such credit shall not exceed [***] percent ([***]%) of the royalties otherwise due. Except as otherwise modified herein, the License Agreement remains in full force and effect.
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. 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. 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. (a) Subject to Section 2.5, Section 2.6 and Section 2.7(b), Purchaser shall pay to the Sellers the following milestone payments (each, a “Milestone Payment”) following the first achievement of the corresponding milestone event set forth in the tables below (each, a “Milestone Event”); provided that with respect to any Milestone Event in the first two tables, the total Milestone Payments for all NLRP1 Milestone Products or MDA5 Milestone Products (as applicable) to achieve such Milestone Event (Column A plus Column B) shall not exceed the maximum Milestone Payment for such Milestone Event set forth in Column C: [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]
(b) Purchaser shall provide written notice to the Sellers of achievement of any Milestone Event (other than any Net Sales Milestone) within 30 days after such achievement and, in the case of any Net Sales Milestone, within 30 days after the end of the calendar quarter in which such Net Sales Milestone is first achieved (each such notice date with respect to any Milestone Event, the “Milestone Notice Date”). Purchaser shall pay the applicable Milestone Payment within 30 calendar days of the corresponding Milestone Notice Date (such payment date, the “Milestone Payment Date”). Subject to the maximum applicable amount set forth in Column C of the first two tables above, each Milestone Payment shall be payable not more than once, upon the first achievement of the corresponding Milestone Event, and no amounts shall be due for subsequent or repeated achievements of such Milestone Event, whether for the same or a different Milestone Product. For clarity, the maximum aggregate amount of the Milestone Payments for all NLRP1 Milestone Products is $30,000,000, and for all MDA5 Milestone Products is $30,000,000.
(c) Purchaser shall remain responsible for paying any and all Milestone Payments in accordance with this Section 2.7 upon the achievement of the corresponding Milestone Event, whether achieved by Purchaser, its subsidiaries or any Product Obligor, unless such Milestone Payment obligations are assigned in accordance with Section 9.2 and are assumed by such permitted assignee.
Milestone Payments. 16 4.4 Royalties............................................................................17
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]