Common use of Buy-Out of Payments Clause in Contracts

Buy-Out of Payments. (a) ALZA shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in any country, to buy out its remaining obligations to make Product Payments with respect to Net Sales of such Licensed Product in such country. The buy- out price shall be an amount equal to 15 times the Product Payments made by or due from ALZA to Crescendo with respect to Net Sales of such Licensed Product in such country for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus 15 times such additional Product Payments as would have been made but for the 2.5% and 3% limits set forth in Section 3.1 on Product Payments for such period. (b) ALZA shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in either the United States or two other Major Market Countries, to buy out its remaining obligations to make Product Payments with respect to Net Sales of such Licensed Product in the Territory. The buy-out price shall be an amount equal to (i) 20 times (A) the Product Payments made by or due from ALZA to Crescendo for such Licensed Product in the Territory, plus (B) such payments as would have been made by or due from ALZA to Crescendo if ALZA had not exercised any country-specific buy-out option with respect to Net Sales of such Licensed Product, plus (C) such additional Product Payments as would have been made but for the 2.5% and 3% limits set forth in Section 3.1 on Product Payments for such period, in each case, for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, less (ii) any amounts previously paid to exercise any country-specific buy- out option with respect to Net Sales of such Licensed Product.

Buy-Out of Payments. (a) ALZA BioChem, BV and TII shall have the option, in their discretion, at any time after the end of the twelfth calendar quarter during which the Acquired Product was commercially sold in any country, to buy out their respective remaining obligations to make Product Payments with respect to Net Sales and Licensing Revenues of such Acquired Product in such country. The buy-out price shall be an amount equal to fifteen (15) times the Product Payments made by or due from BioChem, BV or TII to CliniChem with respect to Net Sales and Licensing Revenues of such Acquired Product in such country for the four (4) calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus fifteen (15) times such additional Product Payments as would have been made but for the three percent (3%) of Net Sales plus twelve and one- half percent (12.5%) of Licensing Revenues limit set forth in Section 3.2 on Product Payments for such period. (b) BioChem shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in any country, to buy out its remaining obligations to make Product Payments with respect to Net Sales of such Licensed Product in such country. The buy- out price shall be an amount equal to 15 times the Product Payments made by or due from ALZA to Crescendo with respect to Net Sales of such Licensed Product in such country for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus 15 times such additional Product Payments as would have been made but for the 2.5% and 3% limits set forth in Section 3.1 on Product Payments for such period. (b) ALZA shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Acquired Product was commercially sold in either the United States or two other Major Market Countries, to buy out its remaining worldwide obligations to make Product Payments with respect to Net Sales and Licensing Revenues of such Licensed Acquired Product in the Territory. The buy-out price shall be an amount equal to (i) 20 twenty (20) times (A) the Product Payments made by or due from ALZA BioChem, BV or TII to Crescendo CliniChem for such Licensed Acquired Product in the Territory, plus (B) such payments as would have been made by or due from ALZA BioChem, BV or TII to Crescendo CliniChem if ALZA BioChem had not exercised any country-specific buy-out option with respect to Net Sales and Licensing Revenues of such Licensed Acquired Product, plus (C) such additional Product Payments as would have been made but for the 2.5% three percent (3%) of Net Sales plus twelve and 3% limits one-half percent (12.5%) of Licensing Revenues limit set forth in Section 3.1 3.2 on Product Payments for such period, in each case, for the four (4) calendar quarters immediately preceding the quarter in which the buy-out option is exercised, less (ii) any amounts previously paid to exercise any country-specific buy- buy-out option with respect to Net Sales and Licensing Revenues of such Licensed Acquired Product.

Buy-Out of Payments. (a) ALZA Allergan shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in any country, to buy out its remaining obligations to make Product Payments with respect to Net Sales and Sublicensing Revenues of such Licensed Product in such country. The buy- buy-out price shall be an amount equal to 15 times the Product Payments made by or due from ALZA Allergan to Crescendo ASTI with respect to Net Sales and Sublicensing Revenues of such Licensed Product in such country for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus 15 times such additional Product Payments as would have been made but for the 2.5% and 3% limits limit set forth in Section 3.1 on Product Payments for such period. (b) ALZA Allergan shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in either the United States or two other Major Market Countries, to buy out its remaining obligations to make Product Payments with respect to Net Sales and Sublicensing Revenues of such Licensed Product in the Territory. The buy-out price shall be an amount equal to (i) 20 times (A) the Product Payments made by or due from ALZA Allergan to Crescendo ASTI for such Licensed Product in the Territory, plus (B) such payments as would have been made by or due from ALZA Allergan to Crescendo ASTI if ALZA Allergan had not exercised any country-specific buy-out option with respect to Net Sales and Sublicensing Revenues of such Licensed Product, plus (C) such additional Product Payments as would have been made but for the 2.5% and 3% limits limit set forth in Section 3.1 on Product Payments for such period, in each case, for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, less (ii) any amounts previously paid to exercise any country-specific buy- out option with respect to Net Sales of such Licensed Product.in

Buy-Out of Payments. (aA) ALZA Allergan shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in any country, to buy out its remaining obligations to make Product Payments with respect to Net Sales and Sublicensing Revenues of such Licensed Product in such country. The buy- buy-out price shall be an amount equal to 15 times the Product Payments made by or due from ALZA Allergan to Crescendo ASTI with respect to Net Sales and Sublicensing Revenues of such Licensed Product in such country for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus 15 times such additional Product Payments as would have been made but for the 2.5% and 3% limits limit set forth in Section 3.1 on Product Payments for such period. (bB) ALZA Allergan shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in either the United States or two other Major Market Countries, to buy out its remaining obligations to make Product Payments with respect to Net Sales and Sublicensing Revenues of such Licensed Product in the Territory. The buy-out price shall be an amount equal to (i) 20 times (A) the Product Payments made by or due from ALZA Allergan to Crescendo ASTI for such Licensed Product in the Territory, plus (B) such payments as would have been made by or due from ALZA Allergan to Crescendo ASTI if ALZA Allergan had not exercised any country-specific buy-out option with respect to Net Sales and Sublicensing Revenues of such Licensed Product, plus (C) such additional Product Payments as would have been made but for the 2.5% and 3% limits limit set forth in Section 3.1 on Product Payments for such period, in each case, for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, less (ii) any amounts previously paid to exercise any country-specific buy- buy-out option with respect to Net Sales and Sublicensing Revenues of such Licensed Product.

Buy-Out of Payments. (a) ALZA shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in any country, to buy out its remaining obligations to make Product Payments with respect to Net Sales of such Licensed Product in such country. The buy- buy-out price shall be an amount equal to 15 times the Product Payments made by or due from ALZA to Crescendo with respect to Net Sales of such Licensed Product in such country for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus 15 times such additional Product Payments as would have been made but for the 2.5% and 3% limits set forth in Section 3.1 on Product Payments for such period. (b) ALZA shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in either the United States or two other Major Market Countries, to buy out its remaining obligations to make Product Payments with respect to Net Sales of such Licensed Product in the Territory. The buy-out price shall be an amount equal to (i) 20 times (A) the Product Payments made by or due from ALZA to Crescendo for such Licensed Product in the Territory, plus (B) such payments as would have been made by or due from ALZA to Crescendo if ALZA had not exercised any country-specific buy-out option with respect to Net Sales of such Licensed Product, plus (C) such additional Product Payments as would have been made but for the 2.5% and 3% limits set forth in Section 3.1 on Product Payments for such period, in each case, for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, less (ii) any amounts previously paid to exercise any country-specific buy- buy-out option with respect to Net Sales of such Licensed Product.

Buy-Out of Payments. (a) ALZA Allergan shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in any country, to buy out its remaining obligations to make Product Payments with respect to Net Sales and Sublicensing Revenues of such Licensed Product in such country. The buy- buy-out price shall be an amount equal to 15 times the Product Payments made by or due from ALZA Allergan to Crescendo ASTI with respect to Net Sales and Sublicensing Revenues of such Licensed Product in such country for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus 15 times such additional Product Payments as would have been made but for the 2.5% and 3% limits limit set forth in Section 3.1 on Product Payments for such period. (b) ALZA Allergan shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in either the United States or two other Major Market Countries, to buy out its remaining obligations to make Product Payments with respect to Net Sales and Sublicensing Revenues of such Licensed Product in the Territory. The buy-out price shall be an amount equal to (i) 20 times (A) the Product Payments made by or due from ALZA Allergan to Crescendo ASTI for such Licensed Product in the Territory, plus (B) such payments as would have been made by or due from ALZA Allergan to Crescendo ASTI if ALZA Allergan had not exercised any country-specific buy-out option with respect to Net Sales and Sublicensing Revenues of such Licensed Product, plus (C) such additional Product Payments as would have been made but for the 2.5% and 3% limits limit set forth in Section 3.1 on Product Payments for such period, in each case, for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, less (ii) any amounts previously paid to exercise any country-specific buy- buy-out option with respect to Net Sales and Sublicensing Revenues of such Licensed Product.

Buy-Out of Payments. (a) ALZA shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in any country, to buy out its remaining obligations to make Product Payments with respect to Net Sales of such Licensed Product in such country. The buy- buy out price shall be an amount equal to 15 times the Product Payments made by or due from ALZA to Crescendo with respect to Net Sales of such Licensed Product in such country for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, plus 15 times such additional Product Payments as would have been made but for the 2.5% and 3% limits set forth in Section 3.1 on Product Payments for such period. (b) ALZA shall have the option, in its discretion, at any time after the end of the twelfth calendar quarter during which the Licensed Product was commercially sold in either the United States or two other Major Market Countries, to buy out its remaining obligations to make Product Payments with respect to Net Sales of such Licensed Product in the Territory. The buy-buy- out price shall be an amount equal to (i) 20 times (A) the Product Payments made by or due from ALZA to Crescendo for such Licensed Product in the Territory, plus (B) such payments as would have been made by or due from ALZA to Crescendo if ALZA had not exercised any country-specific buy-buy- out option with respect to Net Sales of such Licensed Product, plus (C) such additional Product Payments as would have been made but for the 2.5% and 3% limits set forth in Section 3.1 on Product Payments for such period, in each case, for the four calendar quarters immediately preceding the quarter in which the buy-out option is exercised, less (ii) any amounts previously paid to exercise any country-country- specific buy- buy out option with respect to Net Sales of such Licensed Product.