Additional Milestones. (i) In addition to the foregoing, Biogen Idec and PTI will each use Commercially Reasonable Efforts to achieve each applicable Harvard Development Milestone within the applicable time periods; provided that, neither Party will be in default of its obligations under this Section 3.2(b)(i) if the reason that such Party or its Sublicensee failed to achieve such a milestone was due to factors beyond its control, including, without limitation, (1) any force majeure, (2) any delay (not attributable to such Party, any Sublicensee, or any of their Affiliates) or change in the regulatory requirements or the regulatory process, including, without limitation, any such delays or changes associated with obtaining approvals for development or commercialization from Regulatory Authorities, (3) unavailability of supply of raw materials or products, (4) adverse pre-clinical or clinical results with respect to Licensed Product in terms of safety or efficacy, (5) change in laws or legal requirements, (6) inability to identify or develop suitable formulation for Licensed Product and (7) unanticipated problems with manufacturing process and scale-up of Licensed Product. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Execution Version
(ii) If the Parties, by themselves or through Sublicensees, fail to meet any of the Harvard Development Milestones within such specified time periods, then the Parties will cooperate with each other in complying with the procedures in Sections 3.4 of the Harvard License, including by working together to present to Harvard an Explanation and a Plan (as such terms are defined in the Harvard License) that are acceptable to Harvard. If such failure to meet a Harvard Milestone is due solely to Biogen Idec’s actions or omissions, Biogen Idec agrees to reimburse PTI for any and all payments that PTI makes to Harvard under Section 3.5 of the Harvard License that are necessary thereunder to avoid or delay the termination of the Harvard License to the maximum extent permitted, which reimbursement payments will be non-refundable by PTI, but will be treated as Biogen Idec Development costs with respect to the affected Co-Developed Licensed Products. If such failur...
Additional Milestones. In addition to the amounts to be received by NEKTAR AL under TABLE A above, and under any of 1.2(a)(i), 1.2(a)(ii) or 1.2(b) above, NEKTAR AL shall also receive the additional milestone payments set forth in TABLE B below:
Additional Milestones. Licensee shall pay to MSK milestone payments as follows upon achievement of the milestone by Licensee, its Affiliates, and/or Sublicensees: The following milestone payments shall be due [*]. For the purpose of this Section 5.1(f), [*] (for clarity, the following shall be [*]): [*] [*] = 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. Table of Contents
Additional Milestones. In the event LICENSOR and COMPANY execute a sublicense agreement in respect of either [ * ]pursuant to Section 2.6, COMPANY shall pay LICENSOR the applicable Milestone Payment set forth below, unless COMPANY has given LICENSOR notice of termination prior to the applicable due date specified below:
(a) [ * ], payable within [ * ] after the grant of a sublicense by LICENSOR to COMPANY in respect of the [ * ]; and
(b) [ * ], payable within [ * ] after the grant of a sublicense by LICENSOR to COMPANY in respect of the [ * ].
Additional Milestones. In addition to the milestone payments described in Sections 6.3 – 6.6, the Company shall also pay Licensor the following non-creditable, non-refundable Milestone Payments upon achievement (by or on behalf of the Company, or any of its Affiliates, or any Sublicensees, as applicable) of the applicable Milestone Events for the first Indication of any Licensed Product. If any Licensed Product achieves (by or on behalf of the Company, or any of its Affiliates, or any Sublicensees, as applicable) any Milestone Events for a second Indication in another therapeutic category (e.g., central nervous system disorder versus an oncology indication), then the Company will, in addition to the amounts specified below, pay to the Licensor a second Milestone Payment equal to fifty percent (50%) of the Milestone Payment amount listed below. The Company will promptly notify the Licensor of achievement of each Milestone Event described below, and Licensor, in its sole discretion, will notify the Company of Licensor’s election to receive the Milestone Payment in cash or equity for each such Milestone Event, with any such issuance of equity to be subject to, and in accordance with, the terms of the Stock Purchase Agreement and, in each case, with the specific number, class and issuer of shares in the table below to be appropriately and equitably adjusted to reflect any stock split or combination, dividend, reorganization, reclassification, recapitalization, merger, business combination, exchange or readjustment of shares or other similar event. The Licensor’s ability to receive any Milestone Payments in equity shall be subject to the approval by the Company’s shareholders of the NASDAQ Proposal (as defined in the Stock Purchase Agreement). To the extent the Licensor elects to receive a cash payment, the Company shall have a period of three (3) months from the notice of such election to make fifty percent (50%) of such cash payment and six (6) months from the notice of such election to make fifty percent (50%) of such cash payment.
Additional Milestones. The state must submit the following deliverables for CMS review and approval. These milestones support the objectives of the demonstration.
a. By July 1, 2012, the state must implement the pilot program. No FFP will be available for the pilot program if the state does not submit and receive approval of its plan for the pilot program. The state must adhere to the deadlines specified above regarding its plans for the pilot program.
b. By December 31, 2014, ConnectCare, Grace Hill Health Centers, and Xxxxxx Xxxxx Health Centers must attain financial sustainability. Financial sustainability is defined as the provider continuing operations and providing quality services to the safety-net community absent funding from an 1115 demonstration.
c. As specified in STC 16, the state is required to prepare, and incrementally revise, a Transition Plan consistent with the provisions of the ACA for individuals enrolled in the demonstration, including how the state plans to coordinate the transition of these individuals to a coverage option available under the ACA. The state must submit a draft to CMS by July 1, 2012, with progress updates included in each quarterly report. The state will revise the Transition Plan as needed.
d. By December 31, 2013, the SLRHC and CRC Program must attain financial sustainability.
e. For the first 2 years of the demonstration, the state must ensure that there is a 2 percent increase in the number of uninsured persons receiving services at ConnectCare, Xxxxx Xxxx, and Xxxxxx Xxxxx.
f. All individuals who present themselves for care at ConnectCare, Xxxxx Xxxx, and Xxxxxx Xxxxx must be screened for eligibility under Medicaid and the Children’s Health Insurance Program and assisted in enrolling, if eligible.
Additional Milestones. Throughout the term of the Settlement Agreement, SCHWAB will make steady progress toward the June 30, 2013 deadline set forth in Section 3.2.3. No later than June 30, 2012, the Parties will meet regarding additional milestones to ensure such progress. Agreed upon milestones will be memorialized in writing as an addendum to this Settlement Agreement. Disputes over additional milestones will be resolved pursuant to the Dispute Resolution provisions of this Settlement Agreement.
Additional Milestones. Heska shall make additional milestone payments --------------------- to 3DP with respect to Subsequent Development Compounds as follows: [**] In the event that Heska or its Affiliates or sublicensees are conducting Development on a particular Subsequent Development Compound, and such Development efforts cease for any reason (other than Regulatory Approval), and Heska or its Affiliates or sublicensees subsequently select a different Subsequent Development Compound (the "Subsequent Replacement Compound") and commence Development on such Subsequent Replacement Compound to replace the Subsequent Development Compound that was dropped from Development, then Heska shall not be obligated to pay the milestone payments set forth in Section 8.2 for achievement of the milestone events set forth therein by the Subsequent Replacement Compound to the extent such payments were previously made by Heska as a result of achievement of such milestone events by such Subsequent Development Compound that was dropped from Development.
Additional Milestones. Notwithstanding Section [**] in a [**] and the [**] as determined in such [**] with respect to the [**] to the extent the [**] and provided that [**] It is understood that [**] to the extent [**].
Additional Milestones. Heska shall make additional milestone payments --------------------- to 3DP with respect to Subsequent Development Compounds as follows:
8.2.1 [**] upon the selection by Heska pursuant to Section 4.1 of each Subsequent Development Compound and commencement of Development for use in the Primary Field.
8.2.2 [**] upon the [**] Commercial Sale of each Licensed Product containing a Subsequent Development Compound for use in the Primary Field.
8.2.3 [**] upon the [**] Commercial Sale of each Licensed Product containing a Subsequent Development Compound for use in the other animal species in the Primary Field anywhere in the Territory. In the event that Heska or its Affiliates or sublicensees are conducting Development on a particular Subsequent Development Compound, and such Development efforts cease for any reason (other than Regulatory Approval), and Heska or its Affiliates or sublicensees subsequently select a different Subsequent Development Compound (the "Subsequent Replacement Compound") and commence Development on such Subsequent Replacement Compound to replace the Subsequent Development Compound that was dropped from Development, then Heska shall not be obligated to pay the milestone payments set forth in Section 8.2 for achievement of the milestone events set forth therein by the Subsequent Replacement Compound to the extent such payments were previously made by Heska as a result of achievement of such milestone events by such Subsequent Development Compound that was dropped from Development.
