Common use of EQUITY PAYMENTS LIMITATION Clause in Contracts

EQUITY PAYMENTS LIMITATION. The Parties acknowledge and agree that any and all milestone payments to be made by Xxxxxx pursuant to this Agreement as equity investments in SuperGen shall be subject to the terms and conditions of the Stock Purchase Agreement, which terms and conditions shall govern in the event of any inconsistency or conflict between this Agreement and the Stock Purchase Agreement with respect to any equity investment in SuperGen by Xxxxxx. In particular, the Parties acknowledge and agree that in no event shall Xxxxxx be required to make any equity investment in SuperGen, through the payment of the equity milestones as set forth above or in any other manner, which would cause Xxxxxx to own in excess of nineteen percent (19%) of the voting securities of SuperGen at any time; provided, however, that in the event that any equity investment to be made by Xxxxxx under this Agreement would cause Xxxxxx to own in excess of nineteen percent (19%) of the voting securities of SuperGen, then Xxxxxx'x obligation to make such equity investment shall be tolled for a period of one (1) year. If SuperGen increases its share capital (other than by purchase of any equity in SuperGen by Xxxxxx) during such one-year period, such that Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen percent (19%) of the voting securities of SuperGen, SuperGen may so notify Xxxxxx and Xxxxxx shall make such equity investment, provided that SuperGen may make only one such notification, with respect to the entire amount of such equity investment, during such one-year period. If by the end of such one-year period SuperGen has not increased its share capital (other than by purchase of any equity in SuperGen by Xxxxxx) during such one-year period, such that Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen percent (19%) of the voting securities of SuperGen, then Xxxxxx shall have no further obligation to make such equity investment.

EQUITY PAYMENTS LIMITATION. The Parties acknowledge and agree that any and all milestone payments to be made by Xxxxxx SuperGen pursuant to this Agreement as equity investments in SuperGen AVI shall be subject to the terms and conditions of the Stock Purchase Agreement, which terms and conditions shall govern in the event of any inconsistency or conflict between this Agreement and the Stock Purchase Agreement with respect to any equity investment in SuperGen AVI by XxxxxxSuperGen. In particular, the Parties acknowledge and agree that in no event shall Xxxxxx SuperGen be required to make any equity investment in SuperGenAVI, through the payment of the equity milestones as set forth above or in any other manner, which would cause Xxxxxx SuperGen to own in excess of nineteen point nine percent (1919.9%) of the voting securities of SuperGen AVI at any time; provided, however, that in the event that any equity investment to be made by Xxxxxx SuperGen under this Agreement would cause Xxxxxx SuperGen to own in excess of nineteen point nine percent (1919.9%) of the voting securities of SuperGenAVI, then Xxxxxx'x SuperGen's obligation to make such equity investment shall be tolled for a period of one (1) yeartwo years. If SuperGen AVI increases its share capital (other than by purchase of any equity in SuperGen AVI by XxxxxxSuperGen) during such one-two year period, such that Xxxxxx SuperGen would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (1919.9%) of the voting securities of SuperGenAVI, SuperGen may AVI shall so notify Xxxxxx SuperGen and Xxxxxx SuperGen shall make such equity investment, ; provided that SuperGen AVI may make only one such notification, with respect to the entire amount of such equity investment, during such onetwo-year period. If by the end of such one-two year period SuperGen AVI has not increased its share capital (other than by purchase of any equity in SuperGen AVI by XxxxxxSuperGen) during such one-two year period, such that Xxxxxx SuperGen would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (1919.9%) of the voting securities of SuperGenAVI, then Xxxxxx SuperGen shall have no further obligation to make such equity investment.

EQUITY PAYMENTS LIMITATION. The Parties acknowledge and agree that any and all milestone payments to be made by Xxxxxx pursuant to this Agreement as equity investments in SuperGen shall be subject to the terms and conditions of the Stock Purchase Agreement, which terms and conditions shall govern in the event of any inconsistency or conflict between this Agreement and the Stock Purchase Agreement with respect to any equity investment in SuperGen by Xxxxxx. In particular, the Parties acknowledge and agree that in no event shall Xxxxxx be required to make any equity investment in SuperGen, through the payment of the equity milestones as set forth above or in any other manner, which would cause Xxxxxx to own in excess of nineteen percent (19%) of the voting securities of SuperGen at any time; provided, however, that in the event that any equity investment to be made by Xxxxxx under this Agreement would cause Xxxxxx to own in excess of nineteen percent (19%) of the voting securities of SuperGen, then Xxxxxx'x obligation to make such equity investment shall be tolled for a period of one (1) year[__________]. If SuperGen increases its share capital (other than by purchase of any equity in SuperGen by Xxxxxx) during such one-year [________] period, such that Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen percent (19%) of the voting securities of SuperGen, SuperGen may so notify Xxxxxx and Xxxxxx shall make such equity investment, provided that SuperGen may make only one such notification, with respect to the entire amount of such equity investment, during such one-year period. If by the end of such one-year [________] period SuperGen has not increased its share capital (other than by purchase of any equity in SuperGen by Xxxxxx) during such one-year [______] period, such that Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen percent (19%) of the voting securities of SuperGen, then Xxxxxx shall have no further obligation to make such equity investment.

EQUITY PAYMENTS LIMITATION. The Parties acknowledge and agree that any and all milestone payments to be made by Xxxxxx Abbott pursuant to this Agreement as equity investments in SuperGen shall be subject to the terms and conditions of the Stock Purchase Agreement, which terms and conditions shall govern in the event of any inconsistency or conflict between this Agreement and the Stock Purchase Agreement with respect to any equity investment in SuperGen by XxxxxxAbbott. In particular, the Parties acknowledge and agree that in no event shall Xxxxxx Abbott be required to make any equity investment in SuperGen, through the payment of the equity milestones as set forth above or in any other manner, which would cause Xxxxxx Abbott to own in excess of nineteen percent (19%) of the voting securities of SuperGen at any time; provided, however, that in the event that any equity investment to be made by Xxxxxx Abbott under this 28 <PAGE> CONFIDENTIAL TREATMENT REQUESTED Agreement would cause Xxxxxx Abbott to own in excess of nineteen percent (19%) of the voting securities of SuperGen, then Xxxxxx'x obligation to make such equity investment shall be tolled for a period of one (1) year. If SuperGen increases its share capital (other than by purchase of any equity in SuperGen by XxxxxxAbbott) during such one-year period, such that Xxxxxx Abbott would then be able to make such equity investment and would not thereby own in excess of nineteen percent (19%) of the voting securities of SuperGen, SuperGen may so notify Xxxxxx Abbott and Xxxxxx Abbott shall make such equity investment, provided that SuperGen may make only one such notification, with respect to the entire amount of such equity investment, during such one-year period. If by the end of such one-year period SuperGen has not increased its share capital (other than by purchase of any equity in SuperGen by XxxxxxAbbott) during such one-year period, such that Xxxxxx Abbott would then be able to make such equity investment and would not thereby own in excess of nineteen percent (19%) of the voting securities of SuperGen, then Xxxxxx Abbott shall have no further obligation to make such equity investment.