Earn-Out Period. If, during the period starting on September 1, 2021 and ending on December 31, 2023 (the “Earn-Out Period”), Earn-Out Net Sales are equal to or greater than the Earn-Out Threshold, then Acquiror shall pay, or cause to be paid, to the individuals set forth on Schedule 2.5(a) (each a “Earn-Out Recipient” and collectively, the “Earn-Out Recipients”), in accordance with and in the respective amounts set forth on Schedule 2.5(a), an amount for the Earn-Out Period calculated in accordance with Section 2.5(b) (the “Earn-Out Payment”). The Earn-Out Payment shall be payable in accordance with Section 2.5(c) and in no event shall exceed $25,000,000.
Earn-Out Period. 13 EARN-OUT RESOLUTION PERIOD.......................................................12
Earn-Out Period. The hereafter provided period of time subsequent to the Phase I Closing Date shall be divided into two segments (respectively, "First Segment," and "Second Segment," and generally, "Earn-Out Segment,"). Each Earn-Out Segment during which Seller has elected, as hereafter provided, to extend the term of this Agreement for Phase I shall be for a period of five (5) months or for such longer period as provided in Section 13.06 hereof. The First Segment for Phase I shall commence on the day after the Phase I Closing Date, and the Second Segment for Phase I (if Seller elected or is deemed to have elected to extend the Earn-Out Period) shall commence on the day after the expiration of the First Segment for Phase I. Provided the Phase I Closing occurs, Seller hereby elects to extend the term of this Agreement for the Phase I First Segment. Seller may elect, in its sole discretion, to extend the term of this Agreement for the Second Segment for Phase I by delivering to Purchaser Seller's written notice of such election ("Earn-Out Extension Notice") not less than thirty (30) days prior to the expiration of the Phase I First Segment. If Seller fails to deliver, as aforesaid, its Earn-Out Extension Notice, it shall act as notice to Purchaser that Seller has elected not to extend the term of this Agreement for the Phase I Second Segment, but such election or deemed election of Seller in respect to Phase I shall not affect the obligations of the Parties in respect to the Phase II Closing. However, notwithstanding the preceding sentence, if one or more of the Other Sellers elect(s), under the provisions of its respective Other Sale Agreement, to extend for the Second Segment, Seller, regardless of its election hereunder, shall be deemed to have elected to so extend this Agreement for the Second Segment for Phase I, except that an election by the Other Seller under the terms of the Other Sale Agreement for Tanasbourne Town Center (Phase I) to extend for the second segment thereunder shall not be deemed an election of Seller hereunder to extend the Earn-Out Period for the Second Segment of Phase I, if the closing for such Other Center is after the Phase I Closing. The aggregate of the Earn-Out Segments for which Seller has elected or is deemed to have elected to extend the term hereof for Phase I shall be referred to as the "Earn-Out Period." The Parties acknowledge that, notwithstanding any
Earn-Out Period. CardioSert’s right to receive Earn Out payments under this Agreement (including without limitation, Earn Out on Licensee Net Sales) shall continue until the later of: (i) the date of expiration and/or invalidation of the last of the CardioSert Patents or (ii) the end of a period of 10 (ten) years from the date of the First Commercial Sale on a country-by-country and on a Product-by-Product basis (i.e. ten years from the First Commercial Sale of a Type 1 Product with respect to Type 1 Products in the applicable country and ten years from the First Commercial Sale of a Type 2 Product with respect to Type 2 Products in the applicable) (“Earn Out Period”), provided that, unless it previously expired (i.e. in an applicable country and/or with respect to an applicable Product) the Earn Out Period shall expire by and no later than the tenth anniversary of the expiration and/or invalidation of the last of the CardioSert Patent in the US. Should the period referred to in Subsections (i) expire prior to the period referred to in Subsection (ii) above, (such period, the “Post-expiration Period”) then the Earn Out (including without limitation, Earn Out on Licensee Net Sales) payable to CardioSert during the Post-expiration Period shall be reduced by fifty percent (50%).
Earn-Out Period. The hereafter provided period of time subsequent to the Closing Date shall be divided into two segments (respectively, "First Segment," and "Second
Earn-Out Period. 2 EBITDA............................................................................................................2
Earn-Out Period. 14 Earn-Out Phase 1 .......................................... 17 Earn-Out Phase 2 .......................................... 17
Earn-Out Period. 5 EBITDA ...........................................................................................................6 EEOC ............................................................................................................21
Earn-Out Period. BII’s obligation to pay to MabVax Therapeutics Holdings Inc. the Earn-Out Payment in the Territory shall begin, on a country-by-country and BII Product-by-BII Product basis, with the First Commercial Sale of such BII Product in such country and shall expire, the later of (a) the expiration of the last to expire Valid Claim of a [***] Program Patent covering the composition of matter of such a BII Product or (b) [***] years from the date of First Commercial Sale of such BII Product in such country (the “Earn-Out Period”).
Earn-Out Period. “Earn-Out Period” shall have the meaning ascribed to it in Section 4.1.1 hereof.
