Additional Consideration Payments. As further consideration for the assignment and transfer of the Purchased Assets pursuant to Section 2.1, Jazz Pharmaceuticals will pay GGL and SB the following percentage (each an “Additional Consideration Payment”) on Net Sales of Product in the Territory in each calendar year:
(a) with respect to Net Sales of Product (other than Combination Products) in countries of the Territory as to which payments are due, in each calendar year:
(i) [ * ] percent ([ * ]%) of annual Net Sales of Product up to and including [ * ] U.S. Dollars (U.S. $[ * ]) in such calendar year; and
(ii) [ * ] percent ([ * ]%) of annual Net Sales of Product in excess of [ * ] U.S. Dollars (U.S. $[ * ]) in such calendar year.
(b) After calculating the total Additional Consideration Payments due under Section 3.5(a) for all Net Sales in the Territory, Jazz Pharmaceuticals shall determine the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. amount of Net Sales in the U.S. and shall pay SB [ * ] percent ([ * ]%) or [ * ] percent ([ * ]%) of such Net Sales in the U.S., as appropriate, at the Additional Consideration Payment level required by Section 3.5(a). After calculating the total Additional Consideration Payments due under Section 3.5(a) for all Net Sales in the Territory, Jazz Pharmaceuticals shall determine the amount of Net Sales in Europe and the ROW and shall pay GGL [ * ] percent ([ * ]%) or [ * ] percent ([ * ]%) of such Net Sales in Europe and the ROW, as appropriate, at the Additional Consideration Payment level required by Section 3.5(a). In no event will any calculations under this paragraph result in a larger payment by Jazz Pharmaceuticals than would have been made had the entire payment been made to one entity. Jazz Pharmaceuticals will use its Diligent Efforts to divide the Additional Consideration Payments as described above. If GSK believes that the division of the payment was not done correctly, GSK will, itself, reapportion the payments between the GSK entities and will not have any recourse to Jazz Pharmaceuticals or request any audits as to the allocation between the GSK entities, and Jazz Pharmaceuticals will have no liability to GSK with respect to any division of the payments as described above.
(c) With respect to Net Sales of Combination Products in the Territory in each report...
Additional Consideration Payments. (a) In the event that the Purchaser becomes obligated to pay any Additional Consideration to the Company Equityholders pursuant to Section 2.11, Section 2.12, Section 7 or Section 9, the Purchaser (i) shall deliver the applicable Additional Consideration (less the portion thereof that is payable through the Purchaser’s or the Surviving Corporation’s payroll processing service or system pursuant to Section 2.13(b)) to the Payments Administrator (for further distribution to the Company Equityholders) within the time period or at the time specified for the payment of such Additional Consideration to the Company Equityholders pursuant to Section 2.11, Section 2.12, Section 7 or Section 9 (to the extent any such time is specified), and (ii) shall thereafter instruct the Payments Administrator to promptly (and in any event within three (3) Business Days) distribute any such Additional Consideration to the Company Equityholders entitled thereto, based on the Additional Per Share Consideration each such Company Equityholder is entitled to receive pursuant to Section 2.6(a), Section 2.8 or Section 2.9.
(b) With respect to any portion of any Additional Consideration that becomes payable to Company Vested Optionholders the Purchaser shall, in lieu of delivering such portion of the Additional Consideration to the Payments Administrator, cause such portion of the Additional Consideration to be paid through the Purchaser’s or the Surviving Corporation’s payroll processing service or system on the first reasonably practicable payroll date following the time specified for the payment of such Additional Consideration to the Company Vested Optionholders pursuant to Section 2.11, Section 2.12, Section 7 or Section 9 (to the extent any such time is specified), subject to applicable Tax withholding and reporting requirements.
(c) For the avoidance of doubt, in the event that any Additional Consideration becomes payable to the Company Equityholders out of the General Escrow Fund, the Section 382 Escrow Fund or the Equityholder Representative Expense Fund, such Additional Consideration shall be paid in accordance with Section 9.4(c) or Section 11.1(g), as applicable.
Additional Consideration Payments. As additional consideration for the Company Units, at such times as provided for in this Section 2.6, Buyer, or a designee of Buyer, shall pay to Consideration Recipients (in accordance with the Consideration Spreadsheet) with respect to each Additional Consideration Period an amount, if any, as set forth below (each, an “Additional Consideration Payment”):
(i) In the event that each of the Revenue and the Contribution of the Company for the 2018 Additional Consideration Period are equal to at least [***] percent ([***]%) of the 2018 Revenue Target and 2018 Contribution Target, respectively, Buyer shall pay to each Consideration Recipient his or her Pro Rata Portion of the product of the Additional Consideration Percentage Earned multiplied by the 2018 Additional Consideration Opportunity, provided that such amount shall not exceed the 2018 Additional Consideration Cap.
(ii) In the event that each of the Revenue and the Contribution of the New Division for the 2019 Additional Consideration Period are equal to at least [***] percent ([***]%) of the 2019 Revenue Target and 2019 Contribution Target, respectively, Buyer shall pay to each Consideration Recipient his or her Pro Rata Portion of the product of the Additional Consideration Percentage Earned multiplied by the 2019 Additional Consideration Opportunity, provided that such amount shall not exceed the 2019 Additional Consideration Cap.
(iii) In the event that each of the Revenue and the Contribution of the New Division for the 2020 Additional Consideration Period are equal to at least [***] percent ([***]%) of the 2020 Revenue Target and 2018 Contribution Target, respectively, Buyer shall pay to each Consideration Recipient his or her Pro Rata Portion of the product of the Additional Consideration Percentage Earned multiplied by the 2020 Additional Consideration Opportunity, provided that such amount shall not exceed the 2020 Additional Consideration Cap.
Additional Consideration Payments. 2.1 As additional consideration for the Sale Shares, subject to paragraph 2.2, the Buyer shall pay to the Sellers an amount equal to 50% of the amount (if any) by which EBITDA in each Relevant Period exceeds the EBITDA Target for that Relevant Period (together the Additional Consideration Payments, each an Additional Consideration Payment).
2.2 In the event that payment of an Additional Consideration Payment calculated pursuant to paragraph 2.1 above would when aggregated with the Completion Cash Payment, the Completion Share Payment and all prior Additional Consideration Payments (Total Aggregate Price Paid) exceed the Maximum Purchase Price, the Additional Consideration Payment shall be reduced to such amount as would cause the aggregate of such Additional Consideration Payment and the Total Aggregate Price Paid to equal the Maximum Purchase Price.
