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 SuperGen pursuant to this Agreement as equity investments in 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 AVI by SuperGen. In particular, the Parties acknowledge and agree that in no event shall SuperGen be required to make any equity investment in AVI, through the payment of the equity milestones as set forth above or in any other manner, which would cause SuperGen to own in excess of nineteen point nine percent (19.9%) of the voting securities of AVI at any time; provided, however, that in the event that any equity investment to be made by SuperGen under this Agreement would cause SuperGen to own in excess of nineteen point nine percent (19.9%) of the voting securities of AVI, then SuperGen's obligation to make such equity investment shall be tolled for a period of two years. If AVI increases its share capital (other than by purchase of any equity in AVI by SuperGen) during such two year period, such that SuperGen would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.9%) of the voting securities of AVI, AVI shall so notify SuperGen and SuperGen shall make such equity investment; provided that AVI may make only one such notification, with respect to the entire amount of such equity investment, during such two-year period. If by the end of such two year period AVI has not increased its share capital (other than by purchase of any equity in AVI by SuperGen) during such two year period, such that SuperGen would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.9%) of the voting securities of AVI, then 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 SuperGen Xxxxxx pursuant to this Agreement as equity investments in AVI 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 AVI SuperGen by SuperGenXxxxxx. In particular, the Parties acknowledge and agree that in no event shall SuperGen Xxxxxx be required to make any equity investment in AVISuperGen, through the payment of the equity milestones as set forth above or in any other manner, which would cause SuperGen Xxxxxx to own in excess of nineteen point nine percent (19.919%) of the voting securities of AVI SuperGen at any time; provided, however, that in the event that any equity investment to be made by SuperGen Xxxxxx under this Agreement would cause SuperGen Xxxxxx to own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, then SuperGen's Xxxxxx'x obligation to make such equity investment shall be tolled for a period of two yearsone (1) year. If AVI SuperGen increases its share capital (other than by purchase of any equity in AVI SuperGen by SuperGenXxxxxx) during such two one-year period, such that SuperGen Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, AVI shall SuperGen may so notify SuperGen Xxxxxx and SuperGen Xxxxxx shall make such equity investment; , provided that AVI SuperGen may make only one such notification, with respect to the entire amount of such equity investment, during such twoone-year period. If by the end of such two one-year period AVI SuperGen has not increased its share capital (other than by purchase of any equity in AVI SuperGen by SuperGenXxxxxx) during such two one-year period, such that SuperGen Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, then SuperGen 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 SuperGen Xxxxxx pursuant to this Agreement as equity investments in AVI 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 AVI SuperGen by SuperGenXxxxxx. In particular, the Parties acknowledge and agree that in no event shall SuperGen Xxxxxx be required to make any equity investment in AVISuperGen, through the payment of the equity milestones as set forth above or in any other manner, which would cause SuperGen Xxxxxx to own in excess of nineteen point nine percent (19.919%) of the voting securities of AVI SuperGen at any time; provided, however, that in the event that any equity investment to be made by SuperGen Xxxxxx under this Agreement would cause SuperGen Xxxxxx to own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, then SuperGen's Xxxxxx'x obligation to make such equity investment shall be tolled for a period of two years[__________]. If AVI SuperGen increases its share capital (other than by purchase of any equity in AVI SuperGen by SuperGenXxxxxx) during such two year [________] period, such that SuperGen Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, AVI shall SuperGen may so notify SuperGen Xxxxxx and SuperGen Xxxxxx shall make such equity investment; , provided that AVI SuperGen may make only one such notification, with respect to the entire amount of such equity investment, during such twoone-year period. If by the end of such two year [________] period AVI SuperGen has not increased its share capital (other than by purchase of any equity in AVI SuperGen by SuperGenXxxxxx) during such two year [______] period, such that SuperGen Xxxxxx would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, then SuperGen 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 SuperGen Abbott pursuant to this Agreement as equity investments in AVI 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 AVI SuperGen by SuperGenAbbott. In particular, the Parties acknowledge and agree that in no event shall SuperGen Abbott be required to make any equity investment in AVISuperGen, through the payment of the equity milestones as set forth above or in any other manner, which would cause SuperGen Abbott to own in excess of nineteen point nine percent (19.919%) of the voting securities of AVI SuperGen at any time; provided, however, that in the event that any equity investment to be made by SuperGen Abbott under this 28 <PAGE> CONFIDENTIAL TREATMENT REQUESTED Agreement would cause SuperGen Abbott to own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, then SuperGen's Xxxxxx'x obligation to make such equity investment shall be tolled for a period of two yearsone (1) year. If AVI SuperGen increases its share capital (other than by purchase of any equity in AVI SuperGen by SuperGenAbbott) during such two one-year period, such that SuperGen Abbott would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, AVI shall SuperGen may so notify SuperGen Abbott and SuperGen Abbott shall make such equity investment; , provided that AVI SuperGen may make only one such notification, with respect to the entire amount of such equity investment, during such twoone-year period. If by the end of such two one-year period AVI SuperGen has not increased its share capital (other than by purchase of any equity in AVI SuperGen by SuperGenAbbott) during such two one-year period, such that SuperGen Abbott would then be able to make such equity investment and would not thereby own in excess of nineteen point nine percent (19.919%) of the voting securities of AVISuperGen, then SuperGen Abbott shall have no further obligation to make such equity investment.. 5.2