Compensation to JDRF Sample Clauses

Compensation to JDRF. (a) In consideration of JDRF's payments to Sangamo and JDRF’s licenses to Sangamo hereunder, Sangamo shall pay JDRF an amount equal to three (3) times the Award Received less all payments made pursuant to Section 4.2(b) (such amount, the “JDRF ROI”) as follows: within ninety (90) days of the first, second, third and fourth anniversaries of the First Commercial Sale, Sangamo shall pay JDRF an amount equal to: (i) one-fourth of the JDRF ROI, (ii) twenty-five percent (25%) of Net Sales during the 12-month period between such anniversary and the previous anniversary of the First Commercial Sale, as applicable (such period, the “Relevant Period”), or (iii) fifty percent (50%) of the royalties received by Sangamo during the Relevant Period from its licensees and sublicensees on account of the sale of the Product, whichever is less, provided that such amounts shall be reduced as necessary to ensure that the total amount paid, when this Section 4.2(a) is combined with all payments made pursuant to Section 4.2(b), shall not exceed three (3) times the Award Received. If the amount paid to JDRF in any year is less than one-fourth of the JDRF ROI plus any deficit from a preceding year of JDRF ROI (in each case after crediting all payments made in such year pursuant to Section 4.2(b)), any such deficit shall be carried forward and added to the amount applicable under Section 4.2(a)(i) for the following year. If the total amount paid by Sangamo to JDRF pursuant to this Section 4.2 by the date that is ninety (90) days after the fourth anniversary of the First Commercial Sale is less than the JDRF ROI, then Sangamo shall continue to make payments in accordance with this Section 4.2 in the following years equal to the lesser of the remaining JDRF ROI, or the lesser of the amounts in Sections 4.2(a)(ii) and (iii) to JDRF within ninety (90) days of each subsequent such anniversary until such time as the total amount paid by Sangamo equals the JDRF ROI. (b) If Sangamo is commercializing the Product in connection with any license, transfer, or sale of the Sangamo Research Program Technology, any Sangamo Patents, or any Product, to a Third Party, then Sangamo shall pay to JDRF in cash five percent (5%) of the gross proceeds that are received by Sangamo on or after December 31, 2008 and prior to the time of Regulatory Approval of the Product in connection with any such license, transfer, or sale, whether such payments are upfront license fees, milestone payments, or other fees, ...
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Compensation to JDRF. (a) In consideration of JDRF’s payments to Sangamo and JDRF’s licenses to Sangamo hereunder, Sangamo shall pay JDRF an amount equal to three (3) times the Award Received less all payments made pursuant to Section 4.2(b) (such amount, the “JDRF ROI”) as follows: within ninety (90) days of the first, second, third and fourth anniversaries of the First Commercial Sale, Sangamo shall pay JDRF an amount equal to: (i) [***] of the JDRF ROI, (ii) [***] of Net Sales during the 12-month period between such anniversary and the previous anniversary of the First Commercial Sale, as applicable (such period, the “Relevant Period”), or (iii) [***] of the royalties received by Sangamo during the Relevant Period from its licensees and sublicensees on account of the sale of the Product, whichever is less, provided that such amounts
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Related to Compensation to JDRF

  • Compensation to NCPS (a) Issuer Party shall pay or cause to be paid to NCPS for its services as the facilitator of escrow as outlined in Exhibit B, which may be updated from time to time by NCPS by providing written notice to Issuer Party. Issuer Party’s obligation to pay such fees to NCPS and reimburse NCPS for such expenses is not conditioned upon a successful closing. Upon Issuer Party’s request, NCPS will provide Issuer Party with copies of all relevant invoices, receipts or other evidence of such expenses. The obligations of Issuer Party under this Section 10 shall survive any termination of this Agreement and the resignation or removal of NCPS. (b) All of the compensation and reimbursement obligations shall be payable by Issuer Party upon demand by NCPS and will be charged automatically by NCPS to the credit card or other payment method separately provided or as otherwise agreed by the Parties. Issuer Party consents to NCPS retaining and using Issuer Party’s payment information for future invoices and as provided in this Agreement. Issuer Party agrees and acknowledges that NCPS and its third party vendors may retain and use Issuer Party’s payment information to facilitate the payments provided for in this Agreement. Issuer Party agrees to provide NCPS written notice (which may be via email) of any update or changes to Issuer Party’s payment information. Absent current payment information, Issuer Party shall make, or cause to be made, all payments to NCPS within 10 days of receiving an invoice therefor. All payments made to NCPS shall be in US dollars in immediately available funds. (c) If Issuer Party fails to make any payment when due then, in addition to all other remedies that may be available: (a) NCPS may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or if lower, the highest rate permitted under Law, which Issuer Party shall pay; such interest may accrue after as well as before any judgment relating to collection of the amount due; and (b) Issuer Party shall reimburse, or cause to be reimbursed, NCPS for all costs incurred by NCPS in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; provided that cumulative late payments are subject to the overall limits as may be required by Law as set forth in Exhibit B. (d) Only upon the fulfillment of the Minimum Offering, and only when Escrowed Funds are eligible to be released to Issuer in accordance with Section 4(a), and otherwise in compliance with Law, NCPS is authorized to and may disburse from time to time, to itself or to any NCPS Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any NCPS Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer Party of any disbursement from the Escrow Funds to itself or to any NCPS Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. (e) Only upon the fulfillment of the Minimum Offering, and only when Escrowed Funds are eligible to be released to Issuer in accordance with Section 4(a), and otherwise in compliance with Law, Issuer shall grant to NCPS and the NCPS Parties a security interest in and lien upon such Escrow Funds (but only to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the NCPS Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (but only to the extent of Issuer’s rights thereto). If for any reason the Escrow Funds available to NCPS and the NCPS Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer Party shall promptly pay such amounts to NCPS and the NCPS Parties upon receipt of an itemized invoice.

  • Compensation to Insiders Except as disclosed in the Prospectus, the Company shall not pay any of the Insiders or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination.

  • Compensation on Termination An Employee whose services have been terminated for any cause and who within three (3) months of separation is diagnosed by a physician as having tuberculosis, shall be entitled to the above compensation and the salary rate shall be based on the salary he was receiving at the time his services were terminated. The benefits of this provision may be extended for an additional three (3) months, provided that the former Employee concerned submits a x-ray plate taken within three (3) months after the termination of employment.

  • COMPENSATION TO CONSULTANT The Consultant's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

  • Payment of Salary and Receipt of All Benefits Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Employee.

  • Relation to Other Benefits Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any of its Subsidiaries.

  • Compensation of OFI GLOBAL The Fund agrees to pay OFI GLOBAL and OFI GLOBAL agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a management fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the following annual rates:

  • Compensation and Related Matters During the Term of the Executive’s employment, as compensation and consideration for the performance by the Executive of the Executive’s duties, responsibilities and covenants pursuant to this Agreement, the Company shall pay the Executive and the Executive agrees to accept in full payment for such performance the amounts and benefits set forth below.

  • Other Compensation and Fringe Benefits In addition to any executive bonus, pension, deferred compensation and long-term incentive plans which the Company or an affiliate of the Company may from time to time make available to the Employee, the Employee shall be entitled to the following during the Employment Term: (a) the standard Company benefits enjoyed by the Company’s other top executives as a group; (b) medical and other insurance coverage (for the Employee and any covered dependents) provided by the Company to its other top executives as a group; (c) supplemental disability insurance sufficient to provide two-thirds of the Employee’s pre-disability Annual Base Salary; (d) an annual incentive bonus opportunity under the Company’s annual incentive plan (“Annual Bonus Plan”) for each calendar year included in the Employment Term, with such opportunity to be earned based upon attainment of performance objectives established by the Committee (“Annual Bonus”). The Employee’s target Annual Bonus under the Annual Bonus Plan shall be no less than 150% of the Employee’s Annual Base Salary (collectively, the target and maximum are referred to as the “Annual Bonus Opportunity”). The Employee’s Annual Bonus Opportunity may be periodically reviewed and increased (but not decreased without the Employee’s express written consent) at the discretion of the Committee. The Annual Bonus shall be paid no later than the March 15th first following the calendar year to which the Annual Bonus relates. Unless provided otherwise herein or the Board determines otherwise, no Annual Bonus shall be paid to the Employee unless the Employee is employed by the Company, or an affiliate thereof, on the Annual Bonus payment date; and (e) participation in the Company’s equity incentive plans.

  • Compensation of OFI The Fund agrees to pay OFI and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net assets of the Fund as of the close of each business day and payable monthly at the following annual rates:

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