Net Sales Milestone Payments definition

Net Sales Milestone Payments in respect of the Acquired Assets as set forth below: Each Net Sales Milestone Payment shall be paid by wire transfer in immediately available funds to an account or accounts designated in writing by Seller; which payment shall be made no later than 45 days following the achievement of the Quarterly Net Sales Milestone or, for all other Net Sales Milestone Payments, following the end of the applicable calendar year; provided that more than one Net Sales Milestone Payment may become payable in the same calendar year as any other Net Sales Milestone Payment. Seller acknowledges the right to receive Net Sales Milestone Payments is not a security, shall not be represented by a certificate or other instrument and shall not represent a security or ownership interest in Purchaser, its Affiliates or any of their respective assets. Net Sales Milestones: Net Sales Milestone Payment: Achievement of Quarterly Net Sales Milestone […***…] Annual Net Sales […***…] […***…] […***…] […***…] […***…] […***…]
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Net Sales Milestone Payments. If a Technical Failure has occurred with respect to the development of a pharmaceutical product that contains Vofatamab or a precursor, derivative, or modification of Vofatamab, then, notwithstanding the foregoing, Development and Regulatory Milestone Payments (A) through (E) shall be payable in an amount equal to [***] of the corresponding cash payment amounts set forth below for each such Development and Regulatory Milestone Payment if the associated Milestone Event is achieved with respect to a Product containing the [***] Antibody but not Vofatamab or a precursor, derivative, or modification of Vofatamab; provided, however, that the Purchaser Common Shares to be issued in in respect of Development and Regulatory Milestone Payment (A) shall be the same irrespective of the Product to achieve the associated Milestone Event. For example, if a Milestone Event associated with the Development and Regulatory Milestone Payments (A) through (E) shall have been achieved and paid with respect to a Product containing Vofatamab or a precursor, derivative, or modification of Vofatamab, and, following a Technical Failure, the same Milestone Event is subsequently achieved with respect to a Product containing the [***] Antibody but not Vofatamab or a precursor, derivative, or modification of Vofatamab, then the associated Milestone Payment will not be due or payable by Purchaser, but for the avoidance of doubt there shall also not be any retrospective modifications to the amounts paid for such Milestone Payment.
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Net Sales Milestone Payments shall have the meaning set forth in Section 3.2.
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Examples of Net Sales Milestone Payments in a sentence

  • The Licensor shall have the right to cause an independent, certified public accountant reasonably acceptable to POINT to audit such records to confirm Net Sales, Milestone Payments, Royalty Fees, Sublicensing Fees, and other payments.

  • With respect to the Net Sales Milestone Payments and Royalty Payments payable by Zai to TPTX, Zai shall (A) pay Withholding Income Taxes on such payments on behalf of TPTX to the appropriate Governmental Authority in the Territory; (B) furnish TPTX with proof of payment of such Withholding Income Taxes within […***…] Business Days following such payment; and (C) deduct such Withholding Income Taxes from the payment payable to TPTX.

  • With respect to the Net Sales Milestone Payments and Royalty Payments payable by Zai to TPTX, Zai shall (A) pay Withholding Income Taxes on such payments on behalf of TPTX to the appropriate Governmental Authority in the Territory; (B) furnish TPTX with proof of payment of such Withholding Income Taxes within [***] Business Days following such payment; and (C) deduct such Withholding Income Taxes from the payment payable to TPTX.

  • Following the Closing, Purchasers and their respective Affiliates shall use Commercially Reasonable Efforts to achieve the level of Net Sales required for the achievement of the Net Sales Milestone Payments set forth in Section 3.2.

  • In the event the Escrow Deposit is depleted or is insufficient to cover the amount of Losses for which Purchaser is entitled to indemnification by Seller under this Article VI, Purchaser may, at its sole discretion, set off any indemnification payment to which it is entitled under this Article VI, in each case against payment of any Net Sales Milestone Payments.

  • Until the expiration of all royalty payment obligations hereunder and for a period of three (3) years thereafter, Buyer shall keep complete and accurate records pertaining to the sale or other disposition of Products by Buyer, its Affiliates and Sublicensees in sufficient detail to permit Seller to confirm the accuracy of the royalties and Net Sales Milestone Payments due hereunder.

  • In addition to accrued interest on any improperly set off portion of such Net Sales Milestone Payments, Purchaser shall pay to Seller reasonable attorneys’ fees and expenses and other reasonable costs and expenses incurred in connection with the collection of any such unpaid portion thereof.

  • The Parties agree that the transfer of the Acquired Assets constitutes a sale of the Acquired Assets for United States federal income tax purposes and that the Upfront Payment, any Net Sales Milestone Payments and the Assumed Liabilities allocable to the Acquired Assets are received in exchange for such sale.

  • Any underpayments of Net Sales Milestone Payments or Contingent Payments shall be paid (together with interest in accordance with Section 1.02(b) or 1.03(d), as applicable) by Purchaser within [***] days of notification of the results of such inspection.

  • Buyer shall have the right: (a) subject to resolution of any claim for indemnification in accordance with this Agreement, to be paid Damages from the Escrow Cash Fund or the Escrow Stock Fund; or (b) to withhold and, subject to resolution of any claim for indemnification in accordance with this Agreement, set off against any unpaid First Commercial Sale Payments and Net Sales Milestone Payments Damages (in the case of Damages under Section 9.2.1, up to the Indemnification Cap) (the "Set-Off Right").


More Definitions of Net Sales Milestone Payments

Net Sales Milestone Payments has the meaning set forth in Section 8.5.2 (U.S. Net Sales Milestones Following Opt-Out).
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Net Sales Milestone Payments has the meaning set forth in Section 1.7(a).
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Related to Net Sales Milestone Payments

  • Sales Milestone Payment has the meaning set forth in Section 8.3.1.

  • Milestone Payments has the meaning set forth in Section 4.2.

  • Milestone Payment means a payment identified in the Implementation Plan to be made following the issue of a Satisfaction Certificate in respect of Achievement of the relevant Milestone;

  • Development Milestone Payment shall have the meaning set forth in Section 9.2(a).

  • Milestone Payment Date has the meaning set forth in Section 2.4(a).

  • Milestone means an event or task described in the Implementation Plan which must be completed by the corresponding date set out in such plan;

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

  • Milestone 2 means achievement of annual Net Sales of at least $35,000,000 during any Calendar Year ending on or before December 31, 2024.

  • Development Milestone Event shall have the meaning set forth in Section 9.2(a).

  • Milestone Events has the meaning set forth in Section 3.3 (Milestone Payments).

  • Sublicense Revenue means [***].

  • Net Sales means [***].

  • Milestone Event has the meaning set forth in Section 8.4.

  • Milestone 1 means achievement of annual Net Sales of at least $20,000,000 during the Calendar Year ending on December 31, 2021.

  • Sublicense Revenues means [***].

  • Milestones means control points in the project that help to chart progress. Milestones may correspond to the completion of a key deliverable, allowing the next phase of the work to begin. They may also be needed at intermediary points so that, if problems have arisen, corrective measures can be taken. A milestone may be a critical decision point in the project where, for example, the consortium must decide which of several technologies to adopt for further development.

  • Sublicense Fees shall have the meaning set forth in Section 7.3 below.

  • Royalty Year means, (i) for the year in which the First Commercial Sale occurs (the “First Royalty Year”), the period commencing with the first day of the Calendar Quarter in which the First Commercial Sale occurs and expiring on the last day of the Calendar Year in which the First Commercial Sale occurs and (ii) for each subsequent year, each successive Calendar Year.

  • Annual Net Sales means, with respect to any Calendar Year, the aggregate amount of the Net Sales for such Calendar Year.

  • Sublicensing Revenue means all (i) cash, (ii) sublicensing fees and (iii) all other payments and the cash equivalent thereof, which are paid to LICENSEE by the Sublicensees of its rights hereunder, but excluding the following payments:

  • Milestone Date means the date set against the relevant Milestone in the Implementation Plan;

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • Performance Milestone means an act or event specified in section 5.1 and described in section 9 of the EPLA.

  • Project Milestone means the project milestone set forth in Schedule-J;

  • Royalty Rate means the percentage defined in Exhibit B.

  • Sales Revenue means receipts from the sale, lease, or rental of goods, services, or property;