Participation Payment. In the event Genmab grants a sublicense to a Third Party (i.e., a Sublicensee) for a Product expressing the First Program Antibody before [*****], Genmab shall pay to CureVac a one time payment of Ten Million US Dollars (US$ 10,000,000), in addition to the milestone and royalty payments to be made under this Article 10.
Participation Payment. If owed pursuant to Schedule 2.6.4, the Buyer shall pay to the Seller a Participation Payment for the 2011, 2012, 2013, 2014, 2015 and 2016 calendar years (each a “Participation Year” and collectively, the “Participation Years”). Each Participation Payment shall be calculated, established and paid in accordance with Schedule 2.6.4 and all Participation Payments together, shall be subject to an aggregate cap of U.S. One Hundred Twenty-Five Million ($125,000,000.00). Each Participation Payment shall be paid by the Buyer no later than one hundred twenty (120) days after the close of calendar year end, by wire transfer of immediately available funds in U.S. dollars to a bank account specified in writing by the Seller to the Buyer at least two (2) Business Days prior to the end of a Participation Year.
Participation Payment. For the 2011 calendar year, the $125,000,000 Threshold EBITDA will be prorated and calculated as $125,000,000 multiplied by the number of days from and including the Closing Date through the end of 2011 divided by 365 (the “2011 Prorated Threshold EBITDA”). The calendar year 2011 Participation Payment shall be calculated as twenty-five percent (25%) of the amount by which the Purchased Assets EBITDA exceeds the 2011 Prorated Threshold EBITDA. • A Participation Payment will also be calculated for the calendar year ending in 2016. The 2016 Participation Payment will also be prorated and shall be calculated as (1) twenty-five percent (25%) of the amount by which the Purchased Assets EBITDA exceeds one hundred twenty-five million dollars ($125,000,000) in calendar year 2016, multiplied by (2) a fraction consisting of the number of days from and including January 1, 2011 to the 2011 Closing Date divided by 365. • The aggregate amount of all Participation Payments to be made by Buyer hereunder shall not exceed one hundred twenty-five million dollars ($125,000,000).
Participation Payment amount paid by Buyer for such calendar year, then Buyer shall deliver to Seller an amount equal to the difference together with interest at the rate set forth in the Promissory Note from the date on which Buyer made such original payment. If the Participation Payment for any particular year as finally determined is less than the amount paid by Buyer for such calendar year, then Seller shall deliver to Buyer an amount equal to the difference, together with interest at the rate set forth in the Promissory Note from the date on which Buyer made such original payment. Any amount to be paid pursuant to this paragraph shall be paid within 5 Business Days after the Participation Payment is finally determined, and such payment shall be made by wire transfer of immediately available funds to an account designated by the party entitled to receive such payment. Schedule 3.1.2 Authorization of Transaction - Seller None. Schedule 3.2.1.2 Authorization of Transaction - Buyer None. Schedule 3.2.2.2 Non-contravention - Buyer None. Schedule 4.1.2
Participation Payment. I. As consideration for its participation in the Programme, the Bank will pay the Merchant an amount equal to percent, specified in the Schedule of Fee of the amount of Foreign Transactions settled on behalf of the Merchants under the Programme, calculated in United Arab Emirates Dirham prior to any conversion of the Foreign Transaction amount under the Programme (the Programme Participation Payment). The settlement of this amount will be as per pre-defined frequency agreed and accepted between the merchant and the Bank. The same should be treated as confidential.
Participation Payment. Upon the occurrence of a Liquidation, the holders of shares of Series F Preferred Stock shall be entitled (i) to be paid for each share of Series F Preferred Stock held thereby, out of, but only to the extent of, the assets of the Corporation legally available for distribution to its stockholders, an amount equal to the sum of (A) the Accreted Value per share plus (B) as provided in Section 3 above, all accrued and unpaid dividends, if any, with respect to each share of Series F Preferred Stock, up to the date fixed for such liquidation (together with the Accreted Value, the "Participation Payment"), before any payment or distribution is made to any Junior Stock, and (ii) such number of fully paid and non-assessable shares of Common Stock as is equal to the product of the number of shares of Series F Preferred Stock held thereby and the quotient of (X) the Accreted Value divided by (Y) the conversion price of $0.60 per share, subject to adjustment as provided in Section 7(d) below. If the assets of the Corporation available for distribution to the holders of shares of Series F Preferred Stock shall be insufficient to permit payment in full to such holders of the sums to which such holders are entitled to receive in such case, then all of the assets available for distribution to holders of shares of Series F Preferred Stock shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full.
Participation Payment. Calculation of the Participation Payment will be made by Buyer and paid to Seller within 120 calendar days of the end of the calendar year for the years 2011, 2012, 2013, 2014, 2015 and 2016.
Participation Payment. In exchange for the right to receive the Percentage Interest, the Executive shall deliver to LGII a note in the form attached as EXHIBIT A hereto in the original principal amount of Ten Million Dollars ($10,000,000), subject to adjustment as set forth therein (the "Note").
Participation Payment. As additional consideration and inducement for the Purchaser to purchase the Note from the Company hereunder, the Company agrees, that it shall pay to the Purchaser quarterly participation payments (the "Participation Payments") in an amount equal to the greater of (i) five percent (5%) of Gross Revenues for such respective quarter or (ii) twenty percent (20%) of Consolidated Net Income for such respective quarter, until such time as the Purchaser has been paid an aggregate of Six Million Dollars ($6,000,000) in Participation Payments. Nothing in this Section 8.01 shall alter the obligation of the Company or the Parent to receive the prior written agreement of Purchaser before entering into any transaction identified in Sections 6.03 or 6.08 of this Agreement."
Participation Payment. As additional consideration and inducement for the Purchaser to Purchase the Note from the Company hereunder, the Company agrees, that, pursuant to any and all license agreements, royalty agreements, customer contracts or other revenue generating contracts to which the Company shall become a party in connection with the Intellectual Property Commercialization (including contracts entered into in connection with the type of transaction identified in Sections 6.03 and 6.08 of this Agreement), it shall pay to the Purchaser a participation payment payable quarterly as such payment accrues to the Purchaser as follows: (x) two-thirds (i.e. 66.666%) of all Net Royalties received by the Company until Purchaser has been paid an aggregate of Three Million Dollars ($3,000,000) (the “First Tranche”); and (y) two percent (2%) of all additional Net Royalties until Purchaser has been paid an additional Two Million Dollars ($2,000,000) in aggregate (the “Second Tranche”). All Royalty payments shall be paid into the Lock Box Account (as defined in the Lock-Box Agreement) except that, after Purchaser has been paid the First Tranche, fifty percent (50%) of Net Royalties not payable to Purchaser shall be immediately transferred from the Lock Box Account to the Escrow Fund (as defined in the Escrow Agreement) and be subject to terms of the Escrow Agreement; provided, however, that payments to the Escrow Fund shall no longer be required once the aggregate funds in the Escrow Fund equals at least the principal amount of the Note plus all unpaid interest on the Note plus the One Hundred Fifty Thousand Dollars ($150,000) back-up manager fee. If the Company sells one or more promissory notes as contemplated by Section 8.02 of this Agreement, then the Purchaser’s right to receive Second Tranche payments shall not accrue until aggregate Net Royalties exceed Five Million Dollars ($5,000,000) plus the aggregate principal amount of such promissory note(s). Nothing in this Section 8.01 shall alter the obligation of the Company or the Parent to receive the prior written agreement of Purchaser before entering into any transaction identified in Sections 6.03 or 6.08 of this Agreement.
