Exclusivity Fees. XXX shall pay to TAI Exclusivity Fees in an aggregate amount of $40,000,000 United States dollars, payable as follows:
Exclusivity Fees. (a) [***] *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. MASTER PRIVATE LABEL FINANCING AGREEMENT
Exclusivity Fees. In consideration for the exclusivity rights granted in Section 2.1 Evelo will pay to Biose an “Exclusivity Fee” of [***] each year during the Term. The first Exclusivity Fee payment will be due within [***] of the Effective Date. The second and third Exclusivity Fee payments will be due within [***] of the first and second anniversaries of the Effective Date, respectively. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested Evelo Biosciences, Inc.
Exclusivity Fees. In consideration of the grant of exclusive rights to Novartis pursuant to Section 2.2:
Exclusivity Fees. (a) [***]
Exclusivity Fees. (a) In consideration for the exclusive distribution rights granted to Xxxxxx hereunder, Xxxxxx shall make an initial payment to the Company in the amount of $2,000,000 (the “Initial Exclusivity Fee”) in immediately available funds on the tenth (10th) Business Day after the Effective Date. The Company agrees to use the proceeds from the Initial Exclusivity Fee first, to pay expenses associated with the Project and thereafter for general working capital purposes.
(b) In addition to the Initial Exclusivity Fee, in order to maintain the exclusivity of the SEEG Distribution License, Xxxxxx must pay the SEEG Exclusivity Maintenance Fee to the Company, on or prior to the SEEG Exclusivity Confirmation Date, in immediately available funds.
(c) Except where Xxxxxx timely delivers a Design Modification Notice pursuant to Section 1.2, if one or more of the events set forth in the table below occurs on or before the deadline indicated for such event and the Product Availability Date for the SEEG Products occurs on or before [**], then the Company shall receive the additional amount indicated for such event as part of the SEEG Exclusivity Maintenance Fee. [**] [**] [**] [**] [**] [**] Notwithstanding the foregoing, if Xxxxxx timely delivers a Design Modification Notice to the Company pursuant to Section 1.2, and one or more of the events set forth in the table below occurs on or before the deadline indicated for such event and the Product Availability Date for the SEEG Products occurs on or before [**], then the Company shall receive the additional amount indicated for such event as part of the SEEG Exclusivity Maintenance Fee: [**] [**] [**] [**] [**] [**] Each additional amount described in clauses (i) through (iv) of this Section 6.1(c) is referred to in this Agreement as an “Interim Fee Bonus”. For purposes of this Agreement, each of the foregoing events shall have occurred only if the Company has demonstrated the achievement of the event to Xxxxxx’x reasonable satisfaction. Notwithstanding the foregoing, the events in Sections 6.1(c)(ii), (iii) and (iv) shall not be deemed to be met if FDA Approval for the SEEG Products is not received prior to the applicable deadline.
(d) Notwithstanding any other provision of this Agreement, if the Product Availability Date for the SEEG Products has not occurred on or before [**], Xxxxxx shall have the right to terminate the SEEG Distribution License by delivering written notice to the Company to that effect and, upon delivery of...
Exclusivity Fees. (a) In the event (1) the Buyer terminates this Agreement as a result of a breach by the Seller or the Company or any of their respective Representatives of any obligations under Section 5.3, and (2) Seller consummates an Alternative Transaction with respect to the Company within nine (9) months after such termination of this Agreement, then the Seller will pay to the Buyer (or an Affiliate designated by the Buyer) promptly (but in no event later than five (5) Business Days following consummation of such Alternative Transaction) a cash fee of $4,000,000, payable by wire transfer of immediately available funds to a bank account designated in writing by the Buyer (the “Exclusivity Fee”).
(b) Notwithstanding anything to the contrary in this Agreement, each of the Seller and the Company acknowledges and agrees, on behalf of itself and its Affiliates, that the Exclusivity Fee is not a penalty, but rather, in the circumstances in which the Exclusivity Fee is payable, represents liquidated damages in a reasonable amount that will compensate the Buyer for the efforts and resources expended and opportunity forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the sale of Shares hereunder, which amount would otherwise be impossible to calculate with precision. Each party acknowledges and hereby agrees that the provisions of this Section 9.3 are an integral part of the transactions contemplated by this Agreement, and that, without such provisions, the parties would not have entered into this Agreement. Each party acknowledges and hereby agrees that nothing in this Section 9.3 prevents any other party from seeking additional remedies in the event of a breach of this Agreement by the other party.
Exclusivity Fees. (1) If the aggregate assets under management in the Product at the end of the first year following the Launch Date for this Schedule I (i.e., on the first anniversary of the actual Launch Date with respect to this Schedule I) are greater than $___ million, then the Exclusivity Period shall remain in effect for a second year following the Launch Date for this Schedule I (i.e., until the second anniversary of the actual Launch Date with respect to this Schedule I) at no additional exclusivity charge to the Licensee.
(2) If the aggregate assets under management in the Products at the end of the first year following the Launch Date for this Schedule I (i.e., on the first anniversary of the actual Launch Date with respect to this Schedule I) are less than $___ million, then the Licensee shall have the right, in its sole discretion, to extend the Exclusivity Period for one additional year (i.e., until the second anniversary of the actual Launch Date with respect to this Schedule I), by paying Dow Xxxxx a DJIM Annual Minimum fee equal to $_____ (i.e., the DJIM Annual Minimum shall be $_____ if the Licensee does not elect to extend the Exclusivity Period) on the first anniversary of the Launch Date for this Schedule I.
(3) If (i) the Exclusivity Period was extended automatically as provided in Paragraph C(1) of this Section IX or by Licensee in accordance with Paragraph C(2) of this Section IX, and (ii) the aggregate assets under management in the Products at the end of the second year following the Launch Date for this Schedule I (i.e., on the second anniversary of the actual Launch Date with respect to this Schedule I) are greater than $___ million, then the Exclusivity Period shall remain in effect for a third year following the Launch Date for this Schedule I (i.e., until the third anniversary of the actual Launch Date with respect to this Schedule I) at no additional exclusivity charge to the Licensee.
Exclusivity Fees. 5.2.1 As consideration for FHT’s exclusive efforts in the Exclusive Field, in accordance with Section 2.9, Merck shall make a one-time upfront payment of ten million dollars ($10,000,000.00) no later than thirty (30) days after the Effective Date, and additional ten million dollar ($10,000,000.00) payments on each of the 1st, 2nd, and 3rd anniversaries of the Effective Date.
5.2.2 If, in accordance with Section 2.9, Merck has the right, and does exercise its right to extend the FHT Exclusivity Period for one or more additional Contract Years beyond the Initial FHT Exclusivity Period, as consideration for FHT’s exclusive efforts in the Exclusive Field for each such extension year of the FHT Exclusivity Period, Merck shall pay to FHT the greater of (i) ten million dollars ($10,000,000.00); or (ii) all royalties and milestones due under the Agreement for each such Contract Year (the “Exclusivity Maintenance Payment”). Each or any such annual Exclusivity Maintenance Payment shall be paid in advance of the Contract Year to which it applies, and no later than the applicable anniversary of the Effective Date. Any royalties and milestones due under the Agreement for a Contract Year during an extension of the Exclusivity Period by Merck in accordance with Section 2.9 shall only be paid to the extent that such royalties and milestones exceed ten million dollars ($10,000,000.00) in the aggregate for such Contract Year.
5.2.3 If in any Contract Year following the expiration of the Initial FHT Exclusivity Period Merck does not pay FHT the applicable annual Exclusivity Maintenance Payment, the FHT Exclusivity Period shall end, and FHT will no longer be subject to the obligations set forth in Section 2.9.1. Expiration of the FHT [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Exclusivity Period shall not otherwise impact the rights and obligations of the Parties under this Agreement.
5.2.4 Merck shall in no event be entitled to extend the FHT Exclusivity Period beyond the 15th anniversary of the Effective Date.
Exclusivity Fees
