Additional Contingent Payments. In the event that the Performance Multiple for a Performance Period is greater than one, upon complete satisfaction of the Performance Period Requirements, in addition to the payments called for by 3.5(c) . Merger Sub shall pay each Equity Holder an amount equal to such Equity Holder's Pro Rata Percentage of the maximum Contingent Cash Payment payable for the Performance Period multiplied by the difference between the Performance Multiple and one; provided that the aggregate amount of the Additional Contingent Payments payable to the Equity Holders for all Performance Periods, shall not exceed, in the aggregate, $2,000,000 (the “Additional Contingent Payment Cap”). Merger Sub shall pay Additional Contingent Payments in cash, options to purchase shares of Zanett Stock or a combination of both, as Merger Sub shall determine in its sole discretion; provided, however, that not less than 50% of the Additional Contingent Payment shall be paid in cash.
Additional Contingent Payments. (a) After the Closing, Cellegy shall be responsible for costs and expenses relating to preparation and submission of any regulatory packages relating to obtaining regulatory approval for the Product in South Africa (including without limitation for fissures and hemorrhoids). However, the first $10,000 of any amounts otherwise payable by Cellegy to Richcone pursuant to the provisions of subparagraph (b) below regarding marketing or sale of a Marketed Product for treatment of anal fissures, hemorrhoids and/or other conditions shall be offset in respect of expenses incurred by Cellegy in connection with such regulatory package.
(b) Cellegy agrees to pay to Richcone for the life of the South African patent which is included in the Product, an amount, in Australian dollars, equivalent to (i) 25% of any pre-marketing payments relating to South Africa received by Cellegy from any distributor or licensee, if any, of Rectogesic in South Africa or any other nitroglycerin product marketed in South Africa under a different name for the treatment of anal fissures, hemorrhoids or any other conditions, which incorporates the South African patent which is included in the Product, including but not limited to prescription and non-prescription products ("Marketed Products"), and (ii) 25% of all royalty payments relating to South Africa received by Cellegy from any distributor or licensee, if any, of Marketed Products in South Africa. If Cellegy or any associate of Cellegy (as that term is defined in the Corporations Law of Australia) (but not including any independent third party) instead markets the Marketed Product in South Africa directly rather than through licensees or distributors, then Cellegy shall pay to Richcone during the period specified above an amount equal to two percent (2%) of Net Sales of Marketed Products in South Africa. The payments will be made solely to Richcone quarterly in arrears. Regardless of whether Cellegy markets the Marketed Products in South Africa directly or indirectly through a distributor or licensee, Cellegy must: (i) notify Richcone of the number of Marketed Products sold during the quarter and the Net Sales of each Marketed Product in South Africa sold during the quarter; (ii) maintain or cause to be maintained for the life of the South African patent which is included in the Product, in a manner reasonably approved by Richcone, separate and accurate records and accounts of the sale of the Marketed Products in South Africa and other i...
Additional Contingent Payments. In addition to the Purchase Price, Seller shall receive an ongoing ten percent (10%) share of Net Income received by DSS as a direct result of monetization programs carried out with respect to the PATENTS (“Proceeds Interest”). For the purposes of this Agreement, Net Income shall be defined as gross revenues (such gross revenues being expressly subject to the prior payment of Preferred Revenue as provided by Section 2.3(c)) received by DSS from such monetization programs less expenses associated with the monetization programs including, without limitation, payments made to experts and consultants as well as other expenses associated with litigation and trial, but only to the extent such expenses are not covered by the initial investor’s investment. Payment of the Proceeds Interest is expressly subject to the preference in favor of DSS’s investors pursuant to Section 2.3(c). Payment of any Proceeds Interest shall be made to ID within thirty (30) days after receipt of income from the monetization programs, and such payments shall be made by wire transfer to ID’s bank account listed below. Bank Name: Woori Bank Sernreung Banking Center Bank Address: 700-0, Xxxxxxx-xxxx, Xxxxxxx-xx, Xxxxx, 000-000 Xxxxx Account name: Intellectual Discovery Co., Ltd Account number: 1000-000-000000 SWIFT Code: HXXXXXXXXXX
Additional Contingent Payments. Additional contingent payments (the "Additional CONTINGENT Payments") totaling a maximum of eight million U.S. dollars ($8,000,000.00) plus VAT, to the extent applicable, payable in performance installments calculated as a percentage of Performance Revenue recognized during the respective installment periods identified in the table below (the "Installment Periods"). "Performance Revenue" shall mean [*] percent ([*]%) of Buyer's Net Revenue from Buyer's audio copy protection and audio digital rights management business (the "Audio Business") included in Buyer's published financial statements reported in accordance with U.S. GAAP from the period beginning on the Closing Date and ending the earlier of (1) the date of cumulative payment of eight million U.S. dollars ($8,000,000.00) plus VAT, to the extent applicable, in Additional Contingent Payments or (2) [*] (the "Performance Period"). Buyer shall have no further obligation to make Additional Contingent Payments with respect to all or any portion of the Performance Revenue that has not been earned during the Performance Period. The Additional Contingent Payments shall be calculated as follows: ------------------------------- ---------------------------------- Installment Periods % of Performance Revenue ------------------------------- ---------------------------------- Closing Date through [*] [*]% ------------------------------- ---------------------------------- [*] through [*] [*]% ------------------------------- ---------------------------------- [*] through [*] [*]% ------------------------------- ---------------------------------- [*] through [*] [*]% ------------------------------- ---------------------------------- [*] through [*] [*]% ------------------------------- ---------------------------------- For the purpose of assisting Seller with determining net revenue from the Audio Business, Buyer, during the Performance Period, will not bundle, solely in its internal management accounting records, the revenues obtained from the Audio Business with any other revenues earned by Buyer. In addition, for purposes hereof, any change in Buyer accounting methods, practices or reporting shall not apply. Notwithstanding anything to the contrary herein, Buyer may, at its sole discretion, substitute other products for Seller's products subsequent to the Closing Date, without any effect on Buyer's obligation to make the Additional Contingent Payments set forth above.
Additional Contingent Payments. Additional Contingent Payments shall be due sixty (60) days after the last day of each respective Installment Period based on the amount of revenue billed during such Installment Period from the Audio Business; provided that (i) the Additional Contingent Payments due in respect of each Installment Period shall be adjusted in the following Installment Periods for amounts paid to Seller with respect to preceding Installment Periods that have not been collected, and (ii) the Additional Contingent Payment due with respect to the last Installment Period shall be paid based on amounts actually collected and any such amounts not collected within 60 days following the last installment period shall be paid within 10 days of collection thereof (whenever collected). No further Additional Contingent Payments will be due thereafter.
Additional Contingent Payments. If Upstream pays a Contingent Payment to Xxxxxxxx for the achievement of any Milestone, and subsequently achieves a Test Score with a lower micromolar result than was achieved in the original Milestone, Upstream shall pay the corresponding Contingent Payment to Xxxxxxxx less that which was originally paid or issued, as applicable, to Xxxxxxxx following achievement of the Original Milestone. The parties hereto agree that Upstream shall not pay a Contingent Payment that exceeds $250,000 or equivalent value of Contingent Stock Compensation for any Milestone, and further agree that Upstream is not required to pay any Contingent Payment following the end of the Contingent Testing Period. For example, and for greater certainty, if Upstream achieves a Test Score of a compound in connection with the achievement of the Malaria Milestone of less than or equal to 25 micromolars, no Contingent Payment is triggered. However, if Upstream achieves a subsequent Test Score of a compound in connection with the Malaria Milestone of between 10 to 25 micromolars, Upstream shall pay the corresponding Contingent Payment to Xxxxxxxx. If Upstream achieves a subsequent Test Score of a compound in connection with the Malaria Milestone of between 1 and 10 micromolars, Upstream shall pay the corresponding Contingent Payment to Xxxxxxxx, less the amount of the Contingent Payment that was paid in connection with the achievement of the Malaria Milestone of between 10 to 25 micromolars.
Additional Contingent Payments. As partial additional consideration of the sale, assignment, transfer and delivery of the Assets to be sold, assigned, transferred and delivered pursuant to this Agreement, Buyer shall disburse the additional amounts (the "Additional Payments") as follows:
(i) in the event [CONFIDENTIAL TREATMENT REQUESTED] occurs:
(x) on or prior to [CONFIDENTIAL TREATMENT REQUESTED], Buyer shall (1) pay to Seller, within five (5) business days after the occurrence of [CONFIDENTIAL TREATMENT REQUESTED], the aggregate amount of [CONFIDENTIAL TREATMENT REQUESTED], (2) deposit with the Escrow Agent, within five (5) business days after the occurrence of [CONFIDENTIAL TREATMENT REQUESTED], the aggregate amount of [CONFIDENTIAL TREATMENT REQUESTED] to be held in escrow pursuant to the LTS Escrow Agreement, and (3) deposit, within five (5) business days after the occurrence of [CONFIDENTIAL TREATMENT REQUESTED], the aggregate amount of [CONFIDENTIAL TREATMENT REQUESTED] with the Escrow Agent, to be held in escrow pursuant to the Indemnity Escrow Agreement, such amount to be used to satisfy any indemnification claim made by Buyer against Seller pursuant to Section 10.3 hereof; or
Additional Contingent Payments. If Gross Profits on Sales for the Second Year or Third Year exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00) (the "Success Threshold"), Seller shall be entitled to receive an additional payment for such period(s) equal to two and one-half percent (2.5%) of all Gross Profits on Sales for such period(s) in which the Success Threshold was achieved (the "Additional Contingent Payment(s)"). The Additional Contingent Payment(s), if applicable, shall be made in accordance with Section "5(f)" below.
Additional Contingent Payments. 4 3.3 Reimbursement of Certain Amounts to Seller......................4 4. SATISFACTORY DUE DILIGENCE; CLOSING...................................4 5. EXECUTION AND DELIVERY OF CLOSING DOCUMENTS...........................5 5.2 Delivery by Buyer at Closing....................................6
Additional Contingent Payments. If the Closing shall occur, each ------------------------------ of the Owners shall be entitled to further payments from Buyer as described in the Employment Agreements (forms of which are attached hereto as Exhibits A, B and C).
