Alnylam’s Profit-Sharing Option Sample Clauses

Alnylam’s Profit-Sharing Option. Takeda shall have the option, at its sole discretion, to terminate Alnylam’s Profit-Sharing Option with respect to any Licensed Products that, as of the exercise by Takeda of such option, are not Shared Products. In addition, Takeda shall have the option, with respect to any Shared Product, to terminate certain joint aspects of the joint Development and Commercialization of such Shared Product or initiate the Auction Option (as defined below), as set forth below: (i) if no NDA has been filed with respect to such Shared Product at the time such Alnylam Change of Control is consummated, Takeda may (A) continue with the Shared Product collaboration pursuant to the Profit-Sharing Agreement or (B) terminate the rights and obligations of Alnylam to conduct Development and/or Commercialization activities, perform Co-Promotion activities or have other active involvement with respect to such Shared Product, and in connection therewith terminate the SPC and any Joint Development Plan and/or any Joint Commercialization Plan with respect to such Shared Product, other than (x) Alnylam’s right and obligation to pay or receive, as applicable, fifty percent (50%) of the Net Profits/Losses of such Shared Product and (y) Alnylam’s right to receive [**] percent ([**]%) of future Development milestones as set forth in Section 7.2(a) with respect to such Shared Product. Notwithstanding the foregoing, if Alnylam exercises its Opt-Out Option pursuant to Section 4.3(b)(i), Alnylam shall be entitled to receive [**] percent ([**]%) of future Development milestones as set forth in Section 7.2(a) and one hundred percent (100%) of royalty payments as set forth in Section 7.3; (ii) if an NDA has been filed with respect to such Shared Product at the time an Alnylam Change of Control occurs, Takeda may (x) continue with the Shared Product collaboration pursuant to the Profit-Sharing Agreement or (y) exercise its “auction option” to evaluate and conduct an internal auction between Takeda and Alnylam whereby each Party may bid for the other Party’s fifty percent (50%) interest in the Net Profits/Losses of such Shared Product pursuant to the procedures set forth in Sections 12.5(c)(ii)(A) and (B) below (the “Auction Option”). (A) Takeda shall, within [**] after the consummation of the Alnylam Change of Control, notify Alnylam in writing if it elects to initiate the Auction Option. Within [**] after Takeda’s written notice, the Parties shall engage a mutually agreed upon internationally reco...
Sample 1
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Related to Alnylam’s Profit-Sharing Option

  • Profit Sharing Plan Under the Northrim BanCorp, Inc. Profit Sharing Plan (the “Plan”), Executive shall be eligible to receive an annual profit share based on performance as defined by the Board of Directors. Executive will be classified in the Executive tier under the Plan’s Responsibility Factors. If Employer is required to prepare an accounting restatement due to “material noncompliance of the Employer,” the Employer will recover from the Executive any incentive compensation during the three (3) years prior to the date of the restatement, in excess of what would have been paid under the restatement. Executive’s signature on this Agreement authorizes Employer to offset or deduct from any compensation Employer may owe Executive, any excess payments (in whole or in part) that Executive may owe Employer due to such restatement(s).

  • Annual Equity Awards Following the first anniversary of the Effective Date, Executive will be granted annual equity awards in an amount determined by the Board. Such awards may be in the form of options, restricted stock units, performance shares, or any other form as approved by the Board.

  • Long-Term Incentive Compensation Subject to the Executive’s continued employment hereunder, the Executive shall be eligible to participate in any equity incentive plan for executives of the Firm as may be in effect from time to time, in accordance with the terms of any such plan.

  • Cash and Incentive Compensation (a) All payments referenced in this Agreement are subject to applicable tax withholdings and authorized or required deductions.

  • Annual Bonus Compensation Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee of the Board of Directors shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on his achieving his individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.

  • Incentive Bonus Plan Employee shall be eligible for a bonus opportunity of up to 65% of his annual base salary in accordance with the Company’s Incentive Bonus Plan as modified from time to time, payable in cash and/or equity of the Company (at the Company’s discretion). The bonus payment and the Company’s targeted performance shall be determined and approved by the Board or the compensation committee thereof.

  • Annual Incentive Awards The Executive shall participate in the Company's annual incentive compensation plan with a target annual incentive award opportunity of no less than 40% of Base Salary and a maximum annual incentive award opportunity of 80% of Base Salary. Payment of annual incentive awards shall be made at the same time that other senior-level executives receive their incentive awards.

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • Annual Incentive Compensation Executive shall be eligible to receive an annual bonus (“Annual Bonus”) with respect to each fiscal year ending during the Employment Period. The Annual Bonus shall be determined under the 2006 Omnibus Incentive Plan (the “Omnibus Plan”) or such other annual incentive plan maintained by the Company for similarly situated employees that the Company designates, in its sole discretion (any such plan, the “Bonus Plan”), in accordance with the terms of such plan as in effect from time to time. For each such fiscal year, Executive shall be eligible to earn a target Annual Bonus equal to seventy percent (70%) of Executive’s Base Salary for such fiscal year, if the Company achieves the target performance goals established by the Board for such fiscal year in accordance with the terms of the Bonus Plan. If the Company does not achieve the threshold performance goals established by the Board for a fiscal year, Executive shall not be entitled to receive an Annual Bonus for such fiscal year. If the Company exceeds the target performance goals established by the Board for a fiscal year, Executive may be entitled to earn an additional Annual Bonus for such year in accordance with the terms of the applicable Bonus Plan. The Annual Bonus for each year shall be payable at the same time as bonuses are paid to other senior executives of the Company in accordance with the terms of the applicable Bonus Plan, but in no event later than two and a half (21/2) months following the end of the applicable fiscal year in which such Annual Bonus was earned. Executive shall be entitled to receive any Annual Bonus that becomes payable in a lump-sum cash payment, or, at his election, (A) up to fifty percent (50%) of the Annual Bonus in the form of a grant of restricted stock units of Common Stock (as defined below) or (B) in any form that the Board generally makes available to the Company’s executive management team, provided that any such election is made by Executive in compliance with Section 409A of the Code and the regulations promulgated thereunder.

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

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