Common use of Milestone Payments Clause in Contracts

Milestone Payments. Aconcagua shall pay to Schrödinger the following milestone payments upon the first achievement of the corresponding milestone event set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event set forth in this Section 2.8 and shall pay to Schrödinger the corresponding milestone payment within […***…] ([…***…]) […***…] after the first achievement of such milestone event. Each milestone payment set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000).

Appears in 1 contract

Samples: Collaboration Agreement (Structure Therapeutics Inc.)

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Milestone Payments. Aconcagua shall pay to Schrödinger In consideration of the rights granted by Quotient, OCD will make the following milestone payments upon to Quotient: • On the first achievement date of execution and delivery of the corresponding milestone event set forth Agreement, $7,500,000 (referred to in the table below Agreement as the “First Milestone Payment”). • Later of (i) CE Xxxx for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event set forth in this Section 2.8 IH3 Microarray and shall pay to Schrödinger (ii) CE Xxxx for the corresponding milestone payment within MosaiQ Instrument (it being understood that the CE Xxxx for the MosaiQ Instrument was obtained before the Effective Date): $[***…] (]. • First commercial sale of the IH3 Microarray in the European Territory: $[***]) . CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. • Later of (i) US FDA-BLA Approval for the IH3 Microarray and (ii) FDA 510(k) approval for the MosaiQ Instrument: $[***]. • First commercial sale of the IH3 Microarray in the US Territory: $[***]. • When Ortho’s cumulative aggregate gross revenues from sales of the IH3 Microarray in the European Territory and the US Territory (combined) are $[***]; $[***]; $[***] after and $[***] (each a “Revenue Hurdle”): $[***] per Revenue Hurdle for the first achievement of such milestone event$[***], $[***] and $[***] Revenue Hurdles and $[***] for the $[***] Revenue Hurdle. Each milestone payment set forth herein shall be due payable within 45 days after the applicable trigger event, by wire transfer of immediately available funds to an account specified in advance by Quotient. The New Distribution Agreement will provide for financial reporting and payable only onceaudit and information rights that allow Quotient to monitor OCD’s progress against the Revenue Hurdles. OCD will furnish to Quotient promptly upon Quotient’s request such information as Quotient may request from time to time to monitor Ortho’s revenue performance against the Revenue Hurdles. OCD will be required to separately document, regardless record and identify its revenues from sales of how many times such milestone event the IH3 Microarray and to notify Quotient promptly after each Revenue Hurdle is achieved and/or the number achieved. OCD will notify Quotient promptly after it makes its first commercial sales of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth an IH3 Microarray in the table belowEuropean Territory and the US Territory Supply: The rights granted to OCD are for devices, Aconcagua shall have the optionmicroarrays, in its sole discretionreagents and controls furnished by Quotient. OCD may not obtain such products elsewhere. For these products, to OCD will pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its AffiliateCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Structure Therapeutics, Inc. (“Structure”), that as of the date that is MARKED BY [***…] (], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. Quotient, in each case within 45 days of invoice: EUR[***…]) ] per MosaiQ Instrument. $[***] before such payment due date is equal to such Milestone Payment amount per IH3 Microarray. These prices are ex works (Incoterms 2020) and exclusive of VAT, sales tax and other taxes. They will be increased annually (but not reduced) based on changes in the Five-Day VWAP per American Deposit Share Consumer Price Index – All Consumers published by the U.S. Bureau of Labor Statistics. Quotient will supply OCD with reagents and controls used with the IH3 Microarray at its standard wholesale (“ADS”distributor) prices (not, for the avoidance of Structuredoubt, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000higher customer end user prices).

Appears in 1 contract

Samples: Letter Agreement (Quotient LTD)

Milestone Payments. Aconcagua shall pay to Schrödinger the The following milestone payments upon (cash, stock, and stock warrants) shall be paid as outlined below within thirty (30) days from the occurrence of the events indicated below. Except as otherwise specified in this Paragraph 4.6, these payments are not creditable against running royalties or other payments specified in this Article. The stock and stock warrants granted on the occurrence of each milestone shall be granted pursuant to Stock Purchase Agreements and Warrant Agreements in substantially the form attached hereto as Exhibits 4.6(A) and 4.6(B), respectively. The exercise price for warrants granted in connection with the first achievement of the corresponding three (3) milestone event set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event events set forth in this Section 2.8 Paragraph 4.6 shall be equal to the average closing price of the common stock during the [*] business days immediately preceding the EFFECTIVE DATE. The exercise price for warrants granted in connection with milestone event four (4) and milestone event five (5) set forth in this Paragraph 4.6 shall be equal to the average closing price of the common stock during the [*] business days immediately preceding the date upon which the milestone event in question occurred; the warrants for these milestones (4 and 5) shall be issued upon milestone achievement. The warrants shall vest immediately and shall pay have, in each case, a [*] year exercise period in which JHU may exercise the warrant. MILESTONE EVENT CASH($) EQUITY WARRANTS (SHARES) (SHARES) 1 Successfully transfer to Schrödinger the corresponding milestone payment within Company EG CELLS isolated [*] [*] [*] (by JHU* 2 Successfully transfer to Company ES CELLS isolated [*] [*] [*…]) […***…] after the first achievement of such milestone event. Each milestone payment set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment by JHU* 4 IND Filing for the first Milestone Event set forth LICENSED PRODUCT or comparable regulatory filing for first LICENSED [*] [*] [*] PRODUCT or LICENSED SERVICE 5 NDA Approval for the first LICENSED PRODUCT or comparable regulatory approval for first LICENSED [*] [*] [*] PRODUCT or LICENSED SERVICE *To meet milestone one (1) or two (2) above, an ES CELL or an EG CELL, respectively, must (i) be successfully isolated and transferred to the Company by JHU before any third party has successfully transferred a similar human cell (i.e., EG or ES) to the Company; and (ii) have been obtained with patient consent and in compliance with U.S. law covering fetal tissue and FDA regulations for human somatic therapy. In the event Company has awarded the cash, stock, and stock warrants required above upon the achievement of milestones one (1) and two (2) above, and it is established within two (2) years of the transfer of the cells from JHU to Company that a third party successfully isolated a similar human cell prior to the date JHU transferred the ES or EG cells to Company, then JHU and the Company shall agree on adequate recompense to Company in the table below* Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. form of going-forward royalty reductions, Aconcagua royalty credits, and/or subsequent milestone reductions. Such recompense shall have not exceed the optionvalue of the milestones awarded (including cash, equity, and warrants) and will be determined by negotiation or binding arbitration, in its sole discretioneither event taking into account the benefit to Company from having the ES or EG cells transferred and the impact on Company's ability to market LICENSED PRODUCTS or LICENSED SERVICES and profit therefrom as a result of the third party's prior isolation of the cells. In addition, should the failure to pay such Milestone Payment to Schrödinger meet any one or all of milestones one (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”1), that as of the date that is […***…] two ([…***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure2), and based on the then applicable ratio of the ADSs to ordinary shares, which is currently or three (3) ordinary shares for each ADS)materially adversely impact Company's ability to market LICENSED PRODUCTS or LICENSED SERVICES or to profit therefrom, JHU agrees to negotiate in good faith or seek binding arbitration a royalty reduction to ameliorate in part such adverse impact; provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 royalty reduction shall not exceed Eighty-Nine Million Dollars ($89,000,000)cause the royalty rate to go below the range specified in Paragraph 4.4 unless JHU agrees that the adverse impact justifies the reduction.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Geron Corporation)

Milestone Payments. Aconcagua On a Licensed Product-by-Licensed Product basis, BMS shall pay to Schrödinger notify Five Prime in writing within *** after the following milestone payments upon the first achievement of the corresponding milestone event set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement by BMS, its Affiliates or sublicensees, of any milestone event set forth in this Section 2.8 7.2, and shall BMS will pay to Schrödinger Five Prime the corresponding non-refundable, non-creditable (except as set forth in Section 7.2(iii) below) milestone payment payments set forth in the tables below (a) within […***…] ([…***…]) […***…] after * of the first achievement of such milestone eventevent by BMS, its Affiliates or sublicensees, (b) with respect to PVNS Milestones achieved by Five Prime, within *** of the first achievement of such PVNS Milestone event by Five Prime, its Affiliates or sublicensees, of which Five Prime will notify BMS in writing within *** after such achievement, or (c) with respect to milestone events other than PVNS Milestones that are first *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. Each ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Confidential EXECUTION VERSION achieved by Five Prime, its Affiliates or sublicensees, in accordance with Section 4.4(a) or 4.4(b), as applicable. Event Relating to a combination therapy of a Licensed Product and Nivolumab (and no other product that is Proprietary to BMS) 1st Indication 2nd Indication 3rd Indication *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** Total *** *** *** For clarity, in no event shall total milestone payment set forth herein payments to be made with respect to a particular Licensed Product exceed $505,000,000 in the aggregate for all combination therapies of such Licensed Product with Nivolumab. Event Relating to a combination therapy of a Licensed Product and one or more Five Prime Pipeline Assets or products that are Proprietary to BMS (at least one of which is not Nivolumab) for use in the field of Oncology 1st Indication (first occurrence)* 1st Indication (second occurrence, i.e., a Licensed Product and a separate and distinct product than the first occurrence)* 2nd Indication (first occurrence)* *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** Total *** *** *** *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Confidential EXECUTION VERSION For clarity, in no event shall total milestone payments to be due made with respect to a particular Licensed Product exceed $542,500,000 in the aggregate for all combination therapy(ies) of such Licensed Product and payable only onceone or more other products (at least one of which is not Nivolumab) for use in the field of Oncology. * For clarity, regardless the first column of how many times milestone payments in the preceding table, totaling ***, refers to first achievement of such milestone event by a particular Licensed Product in any combination therapy with any other product(s) (so long as at least one of such product(s) is achieved and/or the number not Nivolumab) in any Indication. The second column of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth payments in the table belowpreceding table, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […totaling ***…] , refers to first achievement of such milestone event by a particular Licensed Product in any combination therapy with any other product(s) ([…so long as at least one of such product(s) is not Nivolumab) in any Indication; provided, that the combination therapy is not the same as the combination therapy that already achieved the same milestone event for purposes of the first column of milestone payments. The third column of milestone payments in the preceding table, totaling ***…], refers to first achievement of such milestone event by a particular Licensed Product in any combination therapy with any other product(s) […***…] before (so long as at least one of such payment due date product(s) is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADSnot Nivolumab); provided, that such milestone is achieved in a second Indication for such combination therapy. By way of example, for the “***” milestone event, if Aconcagua exercises such optionFPA008 + “Antibody A” achieves ***, triggering the *** milestone payment in the first column, then at FPA008 + “Antibody A” cannot also trigger the request payment of Structurethe *** milestone payment in the second column for such milestone event, Schrödinger even if FPA008 + “Antibody A” achieves ***. FPA008 + “Antibody A” would, however, trigger the payment of the *** milestone payment in the third column, if it achieved *** prior to any other FPA008-based combination doing so (and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structurethus triggering the milestone payment). For clarity, subject the milestone events for the third column are not required to Section 6.4(a)be achieved by the same combination therapy that achieved the milestone events in the first or second columns. For example, FPA008 + “Antibody A” in a first Indication could trigger the *** milestone payment and FPA008 + “Antibody B” in a first Indication (which may be the same Indication or a different Indication than the Indication for the *** milestone payment) could trigger the *** milestone payment. A subsequent FPA008 + “Antibody C” in a first Indication would not trigger the *** milestone payment for BLA Filing in US, but FPA008 + “Antibody C” in a second Indication would trigger the *** milestone payment, even though FPA008 + “Antibody C” in its first Indication had not previously triggered a milestone payment for BLA Filing in US. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Confidential EXECUTION VERSION Event Relating to each Licensed Product in PVNS or another indication outside of Oncology (e.g., RA, IPF) PVNS 1st Non-Oncology Indication other than PVNS 2nd Non-Oncology Indication other than PVNS *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** *** Total *** *** *** For clarity, in no event shall total milestone payments to be made with respect to a particular Licensed Product exceed $340,000,000 in the aggregate for such Licensed Product in PVNS and other indications outside of Oncology. The first column of milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)in the immediately preceding table, totaling *** per Licensed Product, are referred to as the “PVNS Milestones.

Appears in 1 contract

Samples: License and Collaboration Agreement (Five Prime Therapeutics Inc)

Milestone Payments. Aconcagua shall pay to Schrödinger the following CureVac will make milestone payments (each, a "Milestone Payment") to Arcturus upon the first achievement occurrence of each of the corresponding milestone event events (each, a "Milestone Event") by Licensed Product as set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event set forth in this Section 2.8 4.1. CureVac will notify Arcturus of the achievement of each Milestone Event (whether achieved by CureVac, its Affiliates or Sublicensees) within (i) […***…] Business Days of such achievement, if the Milestone Event is achieved by CureVac or its Affiliates, or (ii) […***…] Business Days of the receipt by CureVac of a notification about the achievement, if the Milestone Event is achieved by a Sublicensee. Each Milestone Payment will be non-refundable, non-creditable and shall pay payable to Schrödinger the corresponding milestone payment Arcturus by CureVac within […***…] days of delivery of an invoice from Arcturus following notification from CureVac pursuant to the preceding paragraph, provided that if no such notification is timely provided by CureVac, the Milestone Payment shall be deemed payable […***…] days after (A) the achievement of such Milestone Event, if the Milestone Event is achieved by CureVac or its Affiliates, or (B) after the receipt by CureVac of the notification from CureVac pursuant to Section 4.1(ii). For clarity, the term “non-refundable” is not intended to limit either Party’s rights to pursue damages arising from a breach of this Agreement. If one or more of the Milestone Events set forth below are not achieved or not required for any reason, the payment for such skipped Milestone Event will be due at the same time as the payment for the next achieved Milestone Event. For clarity: […***…]) . For clarity, to the extent that a Licensed Product is initiated against a Rare Disease Target and later expanded to a non-Rare Disease Target, then any and all Milestone Payments not previously made shall be due and payable upon the achievement of the next non-Rare Disease Milestone (e.g., […***…]). ***Confidential Treatment Requested Milestone Event Milestone Payment Rare Disease Targets […***…] after the first achievement of such milestone event. Each milestone payment set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] Non-rare Disease Targets […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…] […***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000).

Appears in 1 contract

Samples: Development and Option Agreement (Arcturus Therapeutics Ltd.)

Milestone Payments. Aconcagua Amgen shall pay to Schrödinger the following Kite, on an Amgen Target-by-Amgen Target basis, and Kite shall pay to Amgen, on a Kite Target-by- Kite Target basis, one-time milestone payments upon (“Milestone Payments”) following the first achievement occurrence of the corresponding milestone event events with respect to one or more Amgen Products directed against such Amgen Target, or one or more Kite Products directed against such Kite Target, as applicable, as set forth in the following table below (the “Milestone Events”): Milestone Event Milestone Payment Receipt of first Marketing Approval for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event set forth in this Section 2.8 and shall pay to Schrödinger the corresponding milestone payment within 1st Amgen/Kite Product directed against such Amgen/Kite Target US$100 Million […***…] ([…***…]] Milestone Event Milestone Payment […***…] […***…] […***…] […***…] […***…] […***…] ***Confidential Treatment Requested Amgen Contract No. 2014635177 25 Execution Copy For a particular Target, the Paying Party shall pay to the non-Paying Party the applicable Milestone Payment in the manner described below after the first occurrence of such applicable Milestone Event with respect to a Product directed against the particular Target. For clarity, each Milestone Payment is payable only once; and the maximum amount payable for Amgen Products directed against a particular Amgen Target, or Kite Products directed against a particular Kite Target under this Section 8.1.4 (Milestone Payments) is Five Hundred Twenty-Five Million Dollars ($525,000,000). No Milestone Payment shall be payable for subsequent or repeated achievements of such Milestone Event with one or more of the same or different Products directed against a particular Target. Each of the Milestone Payments shall be non-refundable and non-creditable. The Paying Party shall report to the non-Paying Party its achievement of each Milestone Event for which payment to the non-Paying Party is due, within […***…] after the first Paying Party determines such achievement of such milestone event. Each milestone payment set forth herein has occurred, and the non-Paying Party shall be due and payable only once, regardless of how many times such milestone event is achieved and/or invoice the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment Paying Party for the first applicable Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to Payment. The Paying Party will pay each such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is invoice within […***…] ([…of its receipt thereof. ***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of StructureConfidential Treatment Requested Amgen Contract No. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000).2014635177 26

Appears in 1 contract

Samples: Research Collaboration and License Agreement (Kite Pharma, Inc.)

Milestone Payments. Aconcagua shall pay PRI agrees to Schrödinger make the following milestone payments recited hereinafter in this Paragraph to ACT upon the first achievement occurrence of the corresponding each milestone event set forth in for a Collaboration Product during the table below for any Collaboration Productterm of this Agreement. Aconcagua shall promptly notify Schrödinger upon the first achievement of any The total milestone event set forth in this Section 2.8 and shall pay to Schrödinger the corresponding milestone payment within […***…] ([…***…]) […***…] after the first achievement of such milestone event. Each milestone payment set forth herein shall payments that may be due and payable hereunder cannot exceed [XXXXXXXXX]. It is understood that milestones will be paid only once, regardless of how many times such milestone event is achieved and/or the number of even though multiple formulations may be made and developed for multiple indications. For example, if a first Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for Product achieves the first Milestone Event set forth two (2) milestones, the payments are made by PRI, and development of the Collaboration Product is THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. discontinued, PRI shall not be obligated to again pay the same two (2) payments in connection with subsequent Collaboration Products. MILESTONE CASH PAYMENT --------- ------------ Upon signing the Agreement $[XXXXXXXXX] Identification of the first Collaboration Product demonstrating positive results in a probative PK study in man and an arbitrary decision on the part of PRI to proceed to filing an IND or the equivalent filing with a regulatory authority in a Major European Country. $[XXXXXXXXX] Filing IND or the equivalent filing with a regulatory authority in a Major European Country $[XXXXXXXXX] Begin Phase III trials or the the equivalent in any country $[XXXXXXXXX] Filing NDA or the equivalent filing with a regulatory authority in a Major European Country $[XXXXXXXXX] Regulatory Approval in the table belowUS or in a Major European Country $[XXXXXXXXX] In the event that PRI decides to skip the pre-IND, Aconcagua shall have probative PK study in man, the option, following will apply: [XXXXXX] will be payable to ACT at that decision and the [XXXXXXXX] milestone will become [XXXXXXXX]. An IND or equivalent filing will not be considered filed hereunder until the period expires in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash which the FDA or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…]) […***…] before such payment due date is equal other regulatory authority can object to such Milestone Payment amount (based on filing. An NDA or equivalent filing will not be considered filed hereunder until THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. the Five-Day VWAP per American Deposit Share (“ADS”) U.S. FDA or other regulatory authority accepts such filing for review at which point the milestone of Structure, and based on the then applicable ratio of the ADSs NDA or equivalent filing shall be considered to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)have occurred.

Appears in 1 contract

Samples: Agreement (Alkermes Inc)

Milestone Payments. Aconcagua CELGENE shall pay to Schrödinger make the following one-time milestone payments upon the first achievement to MMRGLOBAL: Within ten (10) business days of the corresponding milestone event set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement Effective Date, a fee of any milestone event set forth in this Section 2.8 and shall pay to Schrödinger the corresponding milestone payment within [***] (US$[***]) ("First Milestone Payment"); and Within ten (10) business days of CELGENE receiving confirmation from the Independent Consultant that the Data Set is sufficient and the information contained therein may be used to articulate and support the Purpose, a fee of [***] after (US$[***]) ("Second Milestone Payment"). Pursuant to Subsection 3.1(a), the first achievement Independent Consultant shall provide such confirmation to CELGENE within forty-five (45) business days of such milestone eventthe Effective Date. Each If the Independent Consultant is unable, in the above mentioned forty-five (45) business days, to confirm that the Data Set is sufficient and the information contained therein may be used to support the Purpose the Parties shall work together in good faith to resolve this issue, including, if needed, providing a time extension that meets the business needs of the Parties. In the event it is the conclusion of the Independent Consultant that the Data Set is not sufficient for the Purpose the obligations under this Article 4 shall immediately terminate and CELGENE shall have no access to and/or receive no copies of the Data Set. Within ten (10) business days of CELGENE'S presentation and/or submission to FDA of the Surrogate Endpoint relying at least in part upon the Data Set, a fee of [***] (US$[***]) ("Third Milestone Payment"). CELGENE shall complete the FDA presentation and/or submission, triggering the Third Milestone Payment, by no later than June 30, 2012. Within ten (10) business days of FDA's acceptance of CELGENE'S presentation and/or submission to FDA of the Surrogate Endpoint relying at least in part upon the Data Set, a fee of [***] (US$[***]) ("Fourth Milestone Payment"). Acceptance shall mean MMR-Celgene Corporation Non-Exclusive License Agreement — CONFIDENTIAL [***]: Certain confidential information contained in this document marked with [***] has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CELGENE'S good faith understanding and belief of FDA's acceptance (as articulated at a meeting between CELGENE and FDA) of the Surrogate Endpoint as a regulatory endpoint in a Phase III clinical trial for the Product in the Field. In the event that said Acceptance does not occur MMRGLOBAL shall have the right to request a copy of the FDA-produced minutes from that meeting in order to confirm the non-Acceptance. Acceptance shall mean CELGENE'S good faith understanding and belief of FDA's acceptance (as articulated at a meeting between CELGENE and FDA) of the Surrogate Endpoint as a regulatory endpoint in a Phase III clinical trial for the Product in the Field. In the event that said Acceptance does not occur MMRGLOBAL shall have the right to request a copy of the FDA-produced minutes from that meeting in order to confirm the non-Acceptance. In the event FDA does not ACCEPT the Surrogate Endpoint all remaining obligations under Article 4 shall immediately terminate. Within ten (10) business days of CELGENE receiving official confirmation from FDA of approval of the use of the Product in the Field (relying on the Surrogate Endpoints) CELGENE shall make a one-time milestone payment set forth herein of [***] (US$[***]) ("USA Approval Milestone"). Within ten (10) business days of CELGENE receiving official confirmation from any foreign regulatory agency (such as the EMA) of approval of the use of the Product in the Field (relying on the Surrogate Endpoints) CELGENE shall make a one-time milestone payment of [***] (US$[***]) ("Foreign Approval Milestone"), provided, however, that said approval takes place within five (5) years of the confirmation from FDA of approval of the use of the Product in the Field (relying on the Surrogate Endpoints). For the purposes of clarity, CELGENE shall only be due and payable only once, obligated to pay one (1) Foreign Approval Milestone to MMRGLOBAL regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to foreign regulatory agencies approve the Milestone Payment for use of the first Milestone Event set forth Product in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)Field.

Appears in 1 contract

Samples: Non Exclusive License Agreement (MMRGlobal, Inc.)

Milestone Payments. Aconcagua In accordance with Section 3.1 above, as additional contingent consideration for the Conveyed Assets, the Company shall pay to Schrödinger CTI up to the following milestone payments maximum amount of Fifteen Million Dollars ($15,000,000), upon satisfaction of certain financial milestones, as follows: if the first achievement Company achieves the amount of the corresponding milestone event Net Sales set forth in the table left column below for in any Collaboration Product. Aconcagua given calendar year, (i) Spectrum shall promptly notify Schrödinger upon deliver to the first achievement Company the portion of any milestone event set forth in the Subscription Price equal to the amount of the Milestone Payment when due and owing under this Section 2.8 3.2(ii), and (ii) the Company shall pay to Schrödinger CTI the corresponding milestone payment within […***…] ([…***…]) […***…] after the first achievement of such milestone event. Each milestone payment set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event amount set forth in the table belowcorresponding right column below (each a “Milestone Payment” and collectively, Aconcagua shall have the option, in its sole discretion, to pay such “Milestone Payments”): Net Sales Milestone Payment $ [***] $ [***] $ [***] $ [***] $ [***] $ [***] Total $ 15,000,000 For avoidance of doubt, Net Sales shall not be cumulative from year to Schrödinger year and shall be viewed only on an annual basis. In a given year, one or more of the Milestone Payments may become due and owing (a) i.e., if the Company achieves $[***] or more in cash or (b) by issuing Net Sales in year one, then the full $15,000,000 shall become due and owing subject to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”terms hereof), except that the Milestone Payments shall be paid in three installments such that the Company shall not be obligated to deliver more than one Milestone Payment in any given calendar year. As soon as reasonably practicable, but within thirty (30) days following the end of each calendar quarter, the Company shall determine the year-to-date Net Sales achieved (which determination shall be approved by at least a majority of the Company’s Board of Managers). If it is determined that a Net Sales milestone or milestones have been achieved, the applicable Milestone Payment shall be paid within forty-five (45) days following the end of the quarter in which the milestone is achieved, and if more than one milestone has been achieved, the first Milestone Payment shall be paid in accordance with the foregoing clause, and the subsequent Milestone Payment (even though earned) shall be paid in the following calendar year as determined by the Company, but in no event later than the one year anniversary of the date that on which the immediately preceding Milestone Payment has been paid to CTI. The deferral of the payment of a Milestone Payment is for purposes of determining the timing of payment only and shall in not way affect the Company’s obligation (nor Spectrum’s obligation to deliver the corresponding portion of the Subscription Price to the Company) to pay the Milestone Payment. No interest or other fees or charges shall be due or payable in connection with the deferral of the payment of any Milestone Payment in accordance with the terms hereof. There shall be no time limitation by which the Milestone Payments must be achieved. Each Milestone Payment may be earned only once (i.e., for the avoidance of doubt, if the Company achieves Net Sales of $[***] (in year one and is paid the corresponding Milestone Payment, then CTI will not be entitled to another Milestone Payment unless and until the Company achieves Net Sales of $[***…]) ] or $[***…] before such payment due date is equal to such Milestone Payment amount (based on ], as the Five-Day VWAP per American Deposit Share (“ADS”) of Structurecase may be, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADSin a subsequent calendar year); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)*** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Appears in 1 contract

Samples: Purchase and Formation Agreement (Spectrum Pharmaceuticals Inc)

Milestone Payments. Aconcagua COMPANY shall pay to Schrödinger M.I.T. the following milestone payments upon within [***] following the first achievement of the corresponding milestone event relevant Milestone Event set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon each LICENSED PRODUCT or IDENTIFIED PRODUCT (for clarity, two or more products that contain the first achievement same COVERED MATERIAL will be deemed the same LICENSED PRODUCT or IDENTIFIED PRODUCT), regardless of any whether such milestone event set forth in this Section 2.8 and shall pay to Schrödinger the corresponding milestone payment within is achieved by COMPANY or by an AFFILIATE or a SUBLICENSEE: Milestone Event Payment [***] ([***…]) ] [***] after [***] [***] [***] [***] [***] If COMPANY receives a payment constituting SUBLICENSE INCOME that is directly attributable to the occurrence of a Milestone Event or circumstance substantially equivalent to such Milestone Event and COMPANY has paid or is obligated to pay to M.I.T. its due share of such payment under the clause entitled “Sublicense Income”), such payment on account of such SUBLICENSE INCOME shall be fully creditable against the Milestone Payment due to MIT such that M.I.T. shall receive either the total value of its due share of SUBLICENSE INCOME only or it’s due share of the Milestone Payment only, whichever is greater, but not the sum of both amounts. Furthermore, in the case of any future changes to the diligence obligations in Section 3.1 that would extend the first achievement commercial sale of such the first LICENSED PRODUCT past [***] post the date of first designation of a Candidate Product, and if the COMPANY has not paid [***] of the milestones payments in Section 4.1 (c) at least [***], or in the instance that a IDENTIFIED PRODUCT is being carried forward instead of a LICENSED PRODUCT and in recognition of the value of the PATENT RIGHTS and the time it takes to bring LICENSED PRODUCTS to market, COMPANY agrees that COMPANY’s obligation to pay these milestone event. Each milestone payment set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely payments with respect to the first LICENSED PRODUCT or IDENTIFIED PRODUCT to reach the relevant milestone shall survive expiration of all issued patents and filed patent applications within the PATENT RIGHTS (“Surviving Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, Obligations”). In addition this obligation to pay such Surviving Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as Obligations shall survive termination of the date that is […***…] ([…***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to AGREEMENT as specified in Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,00012.6(a).

Appears in 1 contract

Samples: Exclusive Patent License Agreement (BiomX Inc.)

Milestone Payments. Aconcagua Auxilium shall pay to Schrödinger make each of the following milestone payments indicated below to VIVUS upon the first achievement of the corresponding milestone event set forth event, and in each case as adjusted pursuant to Section 7.4: *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Milestone Event Payment Approval by FDA of a Time of Onset Claim for the Product in the table below for Auxilium Territory $15 Million Aggregate Net Sales of Product in any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon calendar year in the Auxilium Territory first achievement reach $*** $*** Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $*** $*** Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $*** $*** Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $*** $*** Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $*** $*** Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $*** $*** Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $*** $*** Each milestone event set forth payment in this Section 2.8 and 7.2 shall be paid only once. The maximum total amount of payment to VIVUS pursuant to this Section 7.2 shall be two hundred seventy million dollars ($270,000,000). For the Time of Onset Claim milestone payment above, Auxilium shall pay to Schrödinger VIVUS the applicable milestone payment within *** after the achievement of the corresponding milestone event. For the other milestone payments, Auxilium shall notify and pay to VIVUS the applicable milestone payment within […***…] together with the delivery of the quarterly report pursuant to Section 7.5 for the calendar quarter in which the applicable event was achieved. For clarity, in the event that more than one ([…***…]1) […***…] after of the first achievement aggregate Net Sales thresholds is achieved in a calendar year, Auxilium shall owe each of such milestone eventthe corresponding payments. Each milestone payment set forth herein hereunder shall be due and payable only once, regardless made by wire transfer of how many times immediately available funds into an account designated in writing by VIVUS. Each such milestone event payment is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…]) […***…] before such payment non-refundable and non-creditable against any other payments due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)hereunder.

Appears in 1 contract

Samples: License and Commercialization Agreement (Vivus Inc)

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Milestone Payments. Aconcagua (a) Fosun shall pay to Schrödinger make the following one-time, nonrefundable milestone payments upon to Revance within [*] Business Days following the first achievement of each of the corresponding following milestone event events for a Product, subject to the limitations and additional provisions set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event set forth in this Section 2.8 6.02: [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and shall pay filed separately with the Securities and Exchange Commission pursuant to Schrödinger Rule 24b-2 of the corresponding milestone payment within Securities Exchange Act of 1934, as amended. Milestone Event for Product Milestone Payment (USD) 1a. Acceptance of Submission of BLA by FDA for 1st Aesthetic Indication $[*] 1b. Approval of BLA by FDA for 1st Aesthetic Indication $[*] 1c. Approval of BLA by NMPA for 1st Aesthetic Indication $[*] 2a. Approval of BLA by FDA for 1st Therapeutic Indication* $[*] 2b. Approval of BLA by NMPA for 1st Therapeutic Indication $[*] 3a. Approval of BLA by FDA for 2nd Therapeutic Indication $[*] 3b. Approval of BLA by NMPA for 2nd Therapeutic Indication $[*] 4a. Approval of BLA by FDA for 3rd Therapeutic Indication $[*] 4b. Approval of BLA by NMPA for 3rd Therapeutic Indication $[*] * If the Therapeutic Indication approved by the FDA in Milestone Nos. 2-4 above is related to either of two preferred Therapeutic Indications to be defined in the Development Plan ([…***…]) […***…] after each of which a “Preferred Indication”), then the first achievement “a” of such milestone event. Each payment shall be increased by USD $[*] and the “b” of such milestone payment set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone eventincreased by USD $[*]. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash If either or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as both of the date that Preferred Indication is […***…] ([…***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on not among the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently above three (3) ordinary shares approved Therapeutic Indications by the FDA, then USD $[*] shall be paid within [*] Business Days upon the approval of BLA by NMPA for each ADS); providedPreferred Indication. However, that [*] and [*] shall be the Preferred Indication if Aconcagua exercises such option, then at [*] the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), Preferred Indication in the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)Development Plan.

Appears in 1 contract

Samples: License Agreement (Revance Therapeutics, Inc.)

Milestone Payments. Aconcagua Auxilium shall pay to Schrödinger make each of the following milestone payments indicated below to VIVUS upon the first achievement of the corresponding milestone event set forth event, and in each case as adjusted pursuant to Section 7.4: ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Milestone Event Payment Approval by FDA of a Time of Onset Claim for the Product in the table below for Auxilium Territory $ 15 Million Aggregate Net Sales of Product in any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon calendar year in the Auxilium Territory first achievement reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Aggregate Net Sales of Product in any calendar year in the Auxilium Territory first reach $[**] $ [**] Each milestone event set forth payment in this Section 2.8 and 7.2 shall be paid only once. The maximum total amount of payment to VIVUS pursuant to this Section 7.2 shall be two hundred seventy million dollars ($270,000,000). For the Time of Onset Claim milestone payment above, Auxilium shall pay to Schrödinger VIVUS the corresponding applicable milestone payment within [***…] ([…***…]) […***…] after the first achievement of such the corresponding milestone event. For the other milestone payments, Auxilium shall notify and pay to VIVUS the applicable milestone payment together with the delivery of the quarterly report pursuant to Section 7.5 for the calendar quarter in which the applicable event was achieved. For clarity, in the event that more than one (1) of the aggregate Net Sales thresholds is achieved in a calendar year, Auxilium shall owe each of the corresponding payments. Each milestone payment set forth herein hereunder shall be due and payable only once, regardless made by wire transfer of how many times immediately available funds into an account designated in writing by VIVUS. Each such milestone event payment is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…]) […***…] before such payment non-refundable and non-creditable against any other payments due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)hereunder.

Appears in 1 contract

Samples: License and Commercialization Agreement (Auxilium Pharmaceuticals Inc)

Milestone Payments. Aconcagua VIVUS shall pay to Schrödinger make each of the following one-time milestone payments indicated below to SELTEN upon the first achievement by VIVUS of the corresponding milestone event set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event set forth in this Section 2.8 and shall pay to Schrödinger the corresponding milestone payment within […event: SELTEN Regulatory/Development Milestone Event* Payment *** $***…] ([…** *** $***…]) […** *** $*** *** $***…] after ** SELTEN Sales Milestone Event *** $***** *** $***** *** $***** * These milestone payments by VIVUS to SELTEN will be applicable to either Licensed Compound; provided that such milestone payments shall not exceed *** dollars ($***) in the first achievement aggregate. ** These milestone payments by VIVUS to SELTEN are payable, at VIVUS’s sole option, in all cash or a combination of cash and freely tradeable common stock of VIVUS (the “Payment Option”); provided that in no event shall the payment of common stock exceed *** percent (***%) of the aggregate amount of such milestone eventpayments. For the sake of clarity, VIVUS may exercise the Payment Option for each of the milestone payments. *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Each milestone payment set forth herein in this Section 3.3 shall be due and payable paid only once, regardless . The maximum total amount of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect payment to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua SELTEN pursuant to this Section 3.3 shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger be *** dollars (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […$***…] ([…***…]) […***…] before such ). VIVUS shall notify and pay to SELTEN the applicable milestone payment due date is equal to such Milestone Payment amount (based on together with the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio delivery of the ADSs quarterly report pursuant to ordinary shares, Section 3.6 for the calendar quarter in which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structureapplicable milestone event was achieved. For clarity, subject in the event that more than one (1) of the *** thresholds is achieved in a calendar year, VIVUS shall owe each of the corresponding payments. Each milestone payment hereunder shall be made by wire transfer of immediately available funds into an account designated in writing by SELTEN. Each such milestone payment is non-refundable and non-creditable against any other payments due hereunder. VIVUS shall use Diligent Efforts to Section 6.4(a), deliver to SELTEN a courtesy copy of the aggregate milestone payments same report that VIVUS provides to STANFORD under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)Clause 8.1 of the Stanford Agreement.

Appears in 1 contract

Samples: Patent Assignment Agreement (Vivus Inc)

Milestone Payments. Aconcagua Subject to Section 5.4, within thirty (30) calendar days following the occurrence of each of the events set forth below with respect to a Product, MSK shall pay to Schrödinger ACADIA the following milestone payments upon the first achievement set forth below: Milestone Event Milestone Payment [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] [...***...] Each of the corresponding milestone event set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon the first achievement of any milestone event set forth payments described in this Section 2.8 5.3 shall be payable only one time for each Product, regardless of the number of indications, dosage forms, formulations, line extensions and modes of administration in the Field for which such Product is developed or commercialized; provided, further, that (i) if (a) development of a Product is abandoned after one or more of the milestone payments under this Section 5.3 has been made (a “Dropped Product”) and (b) a different Product (the “Replacement Product”) is developed for any indication as a replacement for such Dropped Product, then only those milestone payments under this Section 5.3 that were not previously made with respect to the Dropped Product shall pay be payable with respect to Schrödinger the corresponding Replacement Product and (ii) the milestone payment within payments payable pursuant to this Section 5.3 shall be […***…] for any Product (other than a Replacement Product) that reaches the applicable milestone event after the initial Product has reached such milestone event, provided, however, that such […***…] milestone payments for such Product shall not become due so long as such Product has a possibility of becoming the Replacement Product. If any milestone event (the “Most Recent Milestone”) is achieved with respect to a Product without MSK having paid milestone payments for achievement of earlier milestone events with respect to such Product (or, if applicable, the Dropped Product that it is replacing), then MSK shall pay to ACADIA any missed milestone payments at the same time the Most Recent Milestone payment is due. All payments made to ACADIA pursuant to this Section 5.3 are non-refundable and may not be credited against any other payments payable by MSK to ACADIA under this Agreement. 20. *** Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 5.4 […***…]) […***…] after the first achievement of such milestone event. Each milestone payment set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000).

Appears in 1 contract

Samples: Collaboration and License Agreement (Acadia Pharmaceuticals Inc)

Milestone Payments. Aconcagua Miikana shall pay to Schrödinger Roche non-refundable, non-creditable milestone payments in the amounts specified in tabular form below (each a “Milestone Payment”) no later than * days after the first occurrence of each of the following milestone events with respect to each Licensed Product, as they occur: Milestones Payments (Dollars) Commencement Phase III * NDA Filing in the USA * NDA Filing outside the USA * First Commercial Sale in the USA * First Commercial Sale outside the USA * First time annual sales in the Territory exceed * * First time annual sales in the Territory exceed * * All milestones payments upon the first achievement of the corresponding milestone event set forth in under this Section 3.2 shall be paid to Roche only once for a given Licensed Product containing a particular Compound or particular Derivative, and once * The marked portions have been omitted pursuant to a request for confidential treatment and filed separately with the table below for any Collaboration ProductSecurities Exchange Commission. Aconcagua paid shall promptly notify Schrödinger upon the first achievement of be non-refundable. For clarity, once any milestone event set forth in payment is paid to Roche under this Section 2.8 and 3.2 for a given Licensed Product, such payment shall not be owed with respect to any other Licensed Product containing the same Compound or Derivative even if such milestone is subsequently achieved again by the Licensed Product having a different dosage, dosage form, package, formulation, modes of administration or intended indication. Of course, if another Licensed Product has a different Compound or Derivative than the previous Licensed Product, then Miikana shall pay to Schrödinger Roche the corresponding milestone payment within […***…] ([…***…]) […***…] after the first achievement of such milestone event. Each milestone payment milestones set forth herein shall be due and payable only once, regardless of how many times such milestone event is achieved and/or the number of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the option, in its sole discretion, to pay such Milestone Payment to Schrödinger (a) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is […***…] ([…***…]) […***…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements under this Section 3.2 with respect to such issuance other Licensed Product. If development of ordinary shares a Licensed Product is terminated prior to First Commercial Sale of Structure. For claritysuch Licensed Product, subject to Section 6.4(a), the aggregate then Miikana may credit such milestone payments under this Section 2.8 paid to Roche with respect to such Licensed Product against milestone payments that become due for a subsequent Licensed Product. The term “annual sales” shall not exceed Eighty-Nine Million Dollars ($89,000,000)mean Net Sales in a given calendar year.

Appears in 1 contract

Samples: Research, Development and Commercialization Agreement (Entremed Inc)

Milestone Payments. Aconcagua 3.1. Subject to the provisions of Sections 3.2 and 3.3 below, Nuvios shall pay to Schrödinger Ipsen the following milestone payments non-refundable and non-creditable amounts upon the first achievement occurrence of the corresponding milestone event following events: Events Amount Concurrently with the execution of this Agreement USD [*] Within [*] days of the first of (i) completion of the first Phase Ib final study report where the clinical endpoints set forth in the table below for any Collaboration Product. Aconcagua shall promptly notify Schrödinger upon Development Plan are reached or (ii) Phase II Initiation by Nuvios USD [*] Within [*] days of completion of the first achievement of any milestone event Phase II final study report where the clinical endpoints set forth in this Section 2.8 and shall pay to Schrödinger the corresponding milestone payment within Development Plan are reached USD [*] Within [**…] ([…***…]) […***…] after days of initiation of the first achievement Phase III study (at the election of Nuvios, up to [*]% payable in Nuvios stock provided stock price has been agreed within a [*]-day negotiation period) EUR [*] Within [*] days of the submission of the NDA to the FDA, and the acceptance by the FDA of such milestone eventsubmission for review EUR [*] Within [*] days of approval of the NDA by the FDA EUR [*] Within [*] days of Regulatory Approval by the EMEA or first Regulatory Approval by any European Union Member State. EUR [*] Within [*] days of end of first calendar year in which Net Sales of Licensed Product in such calendar year are equal to or greater than USD [*] EUR [*] Within [*] days of end first calendar year in which Net Sales of Licensed Product in such calendar year exceed USD [*] EUR [*] Each milestone payment set forth herein by Nuvios to Ipsen pursuant to the foregoing provisions of this Section 3.1 shall be due and payable paid only once, regardless of how many times such a particular milestone event is achieved and/or and notwithstanding that more than one Licensed Product achieves a given milestone. Without limiting the number generality of Collaboration Products that achieve such milestone event. Solely with respect to the Milestone Payment for the first Milestone Event set forth in the table below, Aconcagua shall have the optionforegoing sentence, in its sole discretion, no event shall the aggregate amount of milestone payments made by Nuvios to pay such Milestone Payment Ipsen pursuant to Schrödinger this Section 3.1 under any circumstances exceed (ai) in cash or (b) by issuing to Schrödinger the number of ordinary shares of its Affiliate, Structure Therapeutics, Inc. (“Structure”), that as of the date that is [***…] ([***…]) USD and [*] ([**…] before such payment due date is equal to such Milestone Payment amount (based on the Five-Day VWAP per American Deposit Share (“ADS”]) of Structure, and based on the then applicable ratio of the ADSs to ordinary shares, which is currently three (3) ordinary shares for each ADS); provided, that if Aconcagua exercises such option, then at the request of Structure, Schrödinger and Structure shall enter into one or more customary agreements with respect to such issuance of ordinary shares of Structure. For clarity, subject to Section 6.4(a), the aggregate milestone payments under this Section 2.8 shall not exceed Eighty-Nine Million Dollars ($89,000,000)EUR.

Appears in 1 contract

Samples: License Agreement (Radius Health, Inc.)

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