Certain Additional Terms. (a) For purposes of this Section 5.3, the following terms shall have the following meanings:
Certain Additional Terms. (a) For clarity, all forms, presentations, formulation and dosage forms of a Licensed Product shall be considered one and the same Licensed Product for purposes of this Section 5.2.
(b) If Unity begins development of one Licensed Product and a milestone payment is made under this Section 5.2, and then Unity terminates development of such Licensed Product and begins development of a second Licensed Product, the milestone which was already paid under this Section 5.2 for the abandoned Licensed Product will not be repeated, but the remaining milestone payments hereunder will be due as the second Licensed Product advances; [NTD: IN THE EVENT OPTION 3 IS SELECTED, THE FOLLOWING ADDITIONAL SENTENCE SHALL BE ADDED TO SECTION 5.2.2(b): For clarity, it is acknowledged and agreed that should the first Licensed Product be abandoned prior to achieving all of the milestones set forth Section 5.2.1
(a) such remaining unpaid milestones shall become due and payable when first achieved by the next Licensed Product.]
(c) In its sole discretion, Unity may elect in lieu of the payment of the milestone payments owing to Ascentage under this Section 5.2, to grant to Ascentage that number of shares of Unity common stock of equivalent value (based on the Fair Market Value of such Unity common stock at the time of such grant).
Certain Additional Terms. (a) For clarity, all forms, presentations, formulation and dosage forms of a Licensed Product or Unity Bcl-2 [***] Product shall be considered one and the same Licensed Product or Unity Bcl-2 [***] Product (as applicable) for purposes of this Section 5.2.
(b) If Unity begins development of one Licensed Product or Unity Bcl-2 [***] Product and a milestone payment is made under this Section 5.2, and then Unity terminates development of such product and begins development of a second Licensed Product or Unity Bcl-2 [***] Product, the milestone which was already paid under this Section 5.2 for the abandoned product will not be repeated, but the remaining milestone payments hereunder will be due as the second Licensed Product or Unity Bcl-2 [***] Product (as applicable) advances;
(c) In its sole discretion, Unity may elect in lieu of the payment of the milestone payments owing to Ascentage under this Section 5.2, to grant to Ascentage that number of shares of Unity common stock of equivalent value (based on the Fair Market Value of such Unity common stock at the time of such grant).
Certain Additional Terms. From time to time You may request to trade certain Financial Products or access additional venues which requires your acceptance of additional terms. By executing this Agreement and using the Services in connection with such products, You are certifying your agreement to the provisions set forth in such additional terms and such provisions are incorporated herein by reference.
Certain Additional Terms. For the avoidance of doubt, the following shall apply to Milestone Payments:
(i) Milestone Payments (A) through (D) above shall be made no more than once (and each only upon the first achievement of the corresponding milestone), irrespective of how many Products achieve the corresponding milestone. Milestone Payments (E) and (F) above may be paid more than once (i.e., if there are multiple Optioned Agents), but each shall be paid only once for the first Optioned Product for each Optioned Agent that reaches the corresponding milestone.
(ii) No unachieved Milestone Payments shall accrue and be due once notice has been given by United Therapeutics for termination of this Agreement in its entirety under Article 12.
Certain Additional Terms. After Licensee executes its first sublicense pursuant to Section 2.4, all amounts that Licensee thereafter pays to TSRI under Section 4.2 shall be fully credited only against the Sublicense Payments due from Licensee to TSRI under Section
4.1 for product development milestone payments that Licensee subsequently receives from its sublicensees under sublicense agreements (“Sublicensee Milestone Payments”). The payments that Licensee makes to TSRI under Section 4.2 shall not be credited or applied against any other Sublicense Payments due from Licensee to TSRI under Section 4.1. In order to receive such credit, Licensee shall itemize in detail on its accounting of Sublicense Revenues under Section 4.1 the original amount of Sublicense Payments due under Section 4.1 for Sublicensee Milestone Payments for each sublicense, and the specific amounts paid to TSRI under Section 4.2 after the date of Licensee’s first sublicense that Licensee wants credited against its Sublicense Payments due under Section 4.1 for Sublicensee Milestone Payments for each sublicense. If any amounts required to be paid to TSRI under Section 4.2 are due before Licensee executes its first sublicense, but are not actually paid by Licensee to TSRI until after Licensee executes its first sublicense, then those amounts actually paid by Licensee to TSRI under Section 4.2 shall not be entitled to be credited or applied against Sublicense Payments due under Section 4.1 for Sublicensee Milestone Payments for any sublicense.
Certain Additional Terms. The Definitive Agreement would contain other terms and conditions that would be customary for transactions of this type, including customary representations, warranties, covenants and indemnities (subject to the escrow limit described above). This paragraph and Sections 5 through 11, which are referred to collectively as the "Binding Terms," are the legally binding and enforceable agreements of Buyer and the Company.
Certain Additional Terms. (i) The foregoing sales milestones shall be payable once for each of the first two products (Licensed Products or Buck Licensed Products) to achieve the applicable sales thresholds. For clarity, Company’s total payment obligations under this Section 3.4 shall in no event exceed [***] U.S. Dollars ($[***]). Company agrees to promptly notify Mayo in writing of the occurrence of each of the foregoing milestones and the payment for such milestone shall be included with the royalty payment due for the calendar quarter in which such sales milestone was achieved.
(ii) Notwithstanding anything to the contrary in this Section 3.4, in the event that the achievement of a sales milestone event set forth in this Section 3.4 would trigger a sales milestone payment under both this Section 3.4 and Section 3.4 of the New License Agreement, then Company shall only be obligated to pay a single sales milestone payment with respect to the achievement of such sales milestone event, which payment shall be the higher of the applicable sales milestone payment in this Agreement and the applicable sales milestone payment in the New License Agreement for such sales milestone event. For purposes of clarity, it is understood that payment of a sales milestone payment with respect to such sales milestone event under the New License Agreement shall satisfy in full Licensee’s payment obligations under this Section 3.4 with respect to such sales milestone event so long as such sales milestone payment actually paid to Mayo exceeds (or equals) the sales milestone payment that would have been due to Mayo under this Agreement. Notwithstanding the foregoing, at such time the [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. sales milestones described in Section 3.4 of the New License Agreement have been paid with respect to the first two products (as defined in Section 3.4 of the New License Agreement) achieving the applicable sales thresholds, then no further payments will be owed under Section 3.4 of this Agreement with respect to subsequent Licensed Products achieving the applicable sales thresholds.”
5. Section 3.6(b) which reads:
Certain Additional Terms. COMMITMENT FEE. Prior to the Conversion Date, the Issuer shall pay on each quarterly Payment Date, beginning with the third Payment Date, a Commitment Fee to Class A Noteholders, PRO RATA in an amount equal to the product of (x) either (i) for the period commencing on the Closing Date and ending on the Payment Date occurring in June 1998, ___% or (ii) thereafter, ___%, (y) one fourth, and (z) the excess, if any of (i) $80,000,000 over (ii) the then unpaid Class A Note Principal Balance. Such Commitment Fee shall be payable on each quarterly Payment Date solely from amounts then on deposit in the Series 1997-1 Series Account in accordance with Section 302 of the Supplement.* ADMINISTRATIVE AGENT FEE. The Issuer shall pay on each quarterly Payment Date, beginning with the third Payment Date, an Administrative Agent Fee to the Administrative Agent in an amount equal to the product of (x) ___%, (y) one fourth, and (z) the Class A Note Principal Balance. Such Administrative Agent Fee shall be payable on each quarterly Payment Date from amounts then on deposit in the Series 1997-1 Series Account in accordance with Section 302 of the Supplement.* INTEREST RATE HEDGE AGREEMENTS. The Issuer at all times shall have Interest Rate Hedge Agreements in effect, each of which has an aggregate notional amount of not less than 50% of the Outstanding Obligations of the Series 1997-1 Notes. ---------------------------- * The redacted material on this Schedule has been omitted pursuant to a request for confidential treatment and the material has been filed separately.
Certain Additional Terms. (a) The term “Cdn. GAAP” is defined by the Indenture to mean generally accepted accounting principles applied in Canada as prescribed by the Canadian Institute of Chartered Accountants from time to time. For greater certainty, for the purposes of the Series H Debentures, the term “Cdn. GAAP” shall constitute a reference to International Financial Reporting Standards (IFRS) as issued by the International Accounting Standard Board from time to time, being the generally accepted accounting principles currently applicable to Canadian publicly accountable enterprises, as prescribed by the Canadian Institute of Chartered Accountants.
(b) For greater certainty, for the purposes of the Series H Debentures, the term “Key Lake Mine” as set forth in the Indenture shall constitute a reference to the term Key Lake Mill which means a uranium mill located at Key Lake, Saskatchewan.
