IMPRESSIONS TARGET Sample Clauses

IMPRESSIONS TARGET. AOL shall provide ICP with at least * Impressions from ICP's presence on the AOL Network (the "Impressions Target") during the Term. On or about each anniversary of the Effective Date (or more frequently as the Parties desire), AOL and ICP shall discuss (a) whether AOL is on track to meet the Impressions Target (taking into account variations in Impressions delivery (e.g., front-loading of impressions with launch of the ICP Internet Site, account ramp-up, seasonality, promotional events, technical problems, new Content acquired) of ICP promotion on the AOL Network) and (b) future plans to ensure that the Impressions Target is met or mutually altered. AOL shall use reasonable efforts to implement any such mutually agreed plan in accordance therewith. In the event AOL provides an excess of any annual Impressions target in any year, the Impressions target for the subsequent year shall be reduced by the amount of such excess. Any shortfall in Impressions at the end of a year will not be deemed a breach of this Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In addition, AOL, shall use reasonable efforts to ensure that Impressions
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IMPRESSIONS TARGET. AOL shall provide ICP with at least [*] Impressions from placement of an ICP Presence on the AOL Network as set forth in Exhibit A-1 (the "Impressions Target"), provided that only ICP Presences that contain a link to the Customized Site or Customized Programming will count against the Impressions Target. AOL will make commercially reasonable efforts to distribute the Impressions evenly during the Term. ICP shall receive at least (a) [*] Impressions annually on the Scoreboards Screens, (b) [*] banner ad Impressions annually on the Sub-Scoreboards Screens on Saturdays and Sundays during the active seasons of the sports relating to such scoreboards, and (c) at least [*] Impressions annually from run of sports banner ad placements. In the event AOL provides an excess of any annual Impressions target in any year, the Impressions target for the subsequent year shall be reduced by the amount of such excess up to [*]. Any shortfall in any of the foregoing Impressions targets at the end of a year will not be deemed a breach of this Agreement by AOL; instead such shortfall will be added to the Impressions targets for the subsequent year. In the event that the any of the forgoing Impressions target is not met (or will not, in AOL's reasonable judgment, be met) during the Term, then as ICP's sole remedy, AOL may either (a) extend the Term for up to six (6) months without additional carriage fees payable by ICP, (b) provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL) from time to time, or (c) some combination thereof. If AOL chooses option (a) and is unable to meet any of the Impressions target, AOL shall be required to provide the undelivered Impressions within three (3) months as provided for in (b) above. If AOL is unable to deliver Impressions as set forth in the preceding sentence, AOL shall make a [*] refund of ICP [*] payments made to AOL [*].
Sample 1
IMPRESSIONS TARGET. AOL shall provide ICP with at least [*] Impressions during the Term from placement of ICP Presences on the AOL Network (the "IMPRESSIONS TARGET") substantially as follows: (a) at least [*] Impressions on the AOL Service, (b) at least [*] Impressions within Shop@AOL and (c) at least [*] Impressions elsewhere on the AOL Network as set forth in the carriage plan on Exhibit A. Any shortfall in Impressions from (a) above may be made up by over-delivery of Impressions in (c) above. AOL shall use commercially reasonable efforts to deliver the Impressions in equal amounts throughout the Term, subject to fluctuations in AOL Network usage.
Sample 1
IMPRESSIONS TARGET. During the Term, AOL shall provide ICP with [**] ------------------ Impressions from ICP's presence on the AOL Network (the "Impressions Target"); provided that AOL shall use commercially reasonable efforts -------- to deliver the aforementioned Impressions as evenly as practicable over each calendar quarter over the course of the Term. For the purposes of this Agreement, ICP's presence on an AOL screen shall conform to the specifications of an ICP Presence, provided that only screens that contain a link to the ICP Internet Site or ICP Programming will count against the Impressions Target. In the event that the Impressions Target is not met (or will not, in AOL's reasonable judgment, be met) during the Term, then as ICP's sole remedy, at AOL's option either (a) the Term shall be extended for up to six (6) months without additional carriage fees payable by ICP, (b) AOL shall, from time to time, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), or (c) some combination thereof.
Sample 1
IMPRESSIONS TARGET. AOL shall provide ICP, pursuant to the terms and conditions of the Agreement, with at least 277,259,888 Impressions from placement of ICP Presences on the AOL Network (the "Impressions Target"), provided that only screens that contain a Banner Placement or a link to the ICP Programming or Secondary Page will count against the Impressions Target. Any shortfall in Impressions from a particular AOL Property or area within an AOL Property may be made up by over-delivery of Impressions in another AOL Property or area after AOL consults with ICP regarding where the Impressions shortfall will be made up. In the event AOL provides an excess of any annual Impressions target in any year, the Impressions target for the subsequent year shall be reduced by the amount of such excess. Any shortfall in Impressions at the end of a year will not be deemed a breach of this Agreement by AOL; instead such shortfall will be added to the Impressions target for the subsequent year. In the event that the Impressions Target is not met (or will not, in AOL's reasonable judgment, be met) during the Term, then as ICP's sole remedy, at AOL's option either (a) the Term shall be extended for up to six (6) months without additional carriage fees payable by ICP, (b) AOL shall, from time to time, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), or (c) some combination thereof.
Sample 1
IMPRESSIONS TARGET. AOL shall provide ICP with at least Impressions ------------------ from ICP's presence on the AOL Network (the "Impressions Target"). On or about each anniversary of the Effective Date, AOL and ICP shall discuss (a) whether AOL is on track to meet the Impressions Target (taking into account variations in Impressions delivery (e.g., account ramp-up, seasonality, promotional events, new Content acquired) of ICP promotion on the AOL Network) and (b) future plans to ensure that the Impressions Target is met. AOL shall use reasonable efforts to implement any such mutually agreed plan in accordance therewith. For the purposes of this Agreement, ICP's presence on an AOL screen shall conform to the specifications of an ICP Presence, provided that only screens that contain a Link to the ICP Internet Site or ICP Programming will count against the Impressions Target. Any shortfall in Impressions from a particular AOL Property or area within an AOL Property may be made up by overdelivery of Impressions in another AOL Property or area. In the event that the Impressions Target is not met (or will not, in AOL's reasonable judgment, be met) during the Term, then as ICP's sole remedy, at AOL's option (i) the Term shall be extended for up to six (6) months without additional carriage fees payable by ICP, and during such extension period, AOL shall provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), (ii) AOL shall, from time to time during the Term, provide ICP with the remaining Impressions in the form of advertising space within the AOL Network of comparable value to the undelivered Impressions (as reasonably determined by AOL), or (iii) some combination thereof. In the event ICP has a pre-existing contractual arrangement with any third party Interactive Service, then any impressions guaranteed and actually provided to such third party Interactive Service in accordance with such contractual arrangement shall not count towards the Impressions Target hereunder.
Sample 1

Related to IMPRESSIONS TARGET

  • Targets On or before the date that is nine (9) months after the Amendment Date to Amendment No. 2 to this Agreement, LOXO shall designate six (6) Targets from Exhibit B for which research activities will be discontinued. Upon such designation, such discontinued Targets shall cease to be Targets under this Agreement, and Exhibit B shall be deemed to be updated accordingly. On or before the date that is eighteen (18) months after the Amendment Date to Amendment No. 2 to this Agreement, LOXO shall designate two (2) additional Targets from Exhibit B for which research activities will be discontinued; provided, however, that if on or before the date that is eighteen (18) months after the Amendment Date to Amendment No. 2 to this Agreement Loxo provides to Array written notice and a payment of [***] (the “Extension Payment”), Loxo will only be required to designate one (1) additional Target from Exhibit B for which research activities will be discontinued at the end of such eighteen (18) months. Upon such designation, such additional discontinued Target(s) shall cease to be Target(s) under this Agreement, and Exhibit B shall be deemed to be updated accordingly. If Loxo made the Extension Payment, then on or before the date that is [***] after the Amendment Date to Amendment No. 2 to this Agreement, Loxo shall designate one (1) additional Target from Exhibit B for which research activities will be discontinued unless Loxo provides to Array written notice and a payment of [***] (“Additive Payment”) in which case Loxo will not need to designate any more Targets from Exhibit B for discontinuation of research activities. Until such time as the eight (8) Targets (or seven (7) Targets if Loxo has made the Extension Payment and Additive Payment) have been designated for discontinuation, and notwithstanding Section 8.2.1 to the contrary, Loxo shall only have the right, at its discretion, to file provisional patent applications covering the applicable Active Compounds to the Targets from Exhibit B and will not convert such provisional patent applications to a non-provisional patent application or otherwise prosecute any non-provisional patent application covering such Active Compounds. During the Discovery Program Term, Loxo may determine in its sole discretion that research activities with respect to one (1) particular Target on Exhibit B should be discontinued [***] 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 406 of the Securities Act of 1933, as amended. (for example, and without limitation, such Target has not yielded sufficient progress, or scientific literature suggests the Target is intractable or is not therapeutically relevant or for safety issues) and replaced with a different target. Upon any such determination, Loxo shall provide written notice to Array of the one (1) Target that Loxo desires to remove from Exhibit B and will include in such notification a suggested substitute for such discontinued Target. After receipt of such notice, Array will promptly inform Loxo whether, as of the date of such written notice, the addition of such suggested substitute target would not (i) violate any agreement that Array has with a Third Party; (ii) add a target that is the subject of Array’s own active and ongoing research (with existing commitment and expenditure of resources for such target), was the subject of previous significant research at Array, or is the subject of drugs in Array’s clinical development pipeline or marketed product portfolio; or (iii) add a target with respect to which Array is engaged in active, ongoing substantial negotiations (i.e., has agreed a term sheet containing material business terms) with a Third Party. If neither (i), (ii) or (iii) apply to such suggested substitute target, then the discontinued Target shall cease to be a Target, the suggested substitute target shall be deemed a Target for the purposes of this Agreement, and Exhibit B shall be deemed to be updated accordingly. If a proposed target is not available for inclusion, then the fact that Loxo proposed such target or is otherwise interested in such target (or molecules directed to such target) shall be Loxo’s Confidential Information.

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • Formation; Composition Each Party will initially appoint [***] representatives to the JCC, with each representative having knowledge and expertise in the commercialization of products similar to the Regional Licensed Products and having sufficient seniority within the applicable Party to make decisions arising within the scope of the JCC’s responsibilities. The JCC may change its size from time to time by mutual consent of its members, provided that the JCC will consist at all times of an equal number of representatives of each of Surface and Novartis. Each Party may replace its JCC representatives at any time upon written notice to the other Party. The JCC may invite non-members to participate in the discussions and meetings of the JCC, provided that such participants have no voting authority at the JCC and are bound under written obligation of confidentiality no less protective of the Parties’ Confidential Information than those set forth in this Agreement. The JCC will be co-chaired, with one chairperson designated by Surface and [***] designated by Novartis, whose responsibilities will include conducting meetings, including, when feasible, ensuring that objectives for each meeting are set and achieved. Responsibility for running each meeting of the JCC will alternate between the chairpersons from meeting-to-meeting, with Novartis’s chairperson running the first meeting. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

  • Commercial Milestones In partial consideration of the rights granted by AstraZeneca to Licensee hereunder, Licensee shall pay to AstraZeneca the following payments, which shall be non-refundable, non-creditable and fully earned upon the first achievement of the applicable milestone event:

  • Acquisition Target Not Selected Prior to the date hereof, the Company has not selected any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Sales Milestones As to each of the sales milestone events set forth below, GSK shall pay EPIZYME the non-refundable, non-creditable sales milestone payments indicated below upon the first achievement by GSK, its Affiliates or Sublicensees of the success milestone events set forth below with respect to each Selected Target, on a Selected Target-by-Selected Target basis. Sales Milestone Event (For Licensed Products directed to a Selected Target) Milestone Payment (in $ [**]) First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [** ] First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [** ] First Calendar Year in which aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target are greater than or equal to $[**] [** ] Upon achievement by or on behalf of GSK, its Affiliates or Sublicensees of a sales milestone event set forth in this Section 6.7, GSK shall promptly (but in no event later than the date on which the royalty report for the Calendar Quarter in which such achievement occurs is due pursuant to Section 6.10.1) notify EPIZYME of such achievement, and GSK shall pay EPIZYME the corresponding sales milestone payment within [**] days after receipt of an invoice for the milestone payment from EPIZYME. Such invoice shall be sent to GSK’s Alliance Manager and [**] with a copy to [**] (or such other email address(es) as may be notified to EPIZYME by GSK). For the avoidance of doubt, more than one of the foregoing sales milestone payments may be earned and become payable with respect to Licensed Products directed to any given Selected Target in the same Calendar Year based on aggregate world-wide Net Sales of Licensed Product(s) directed to such Selected Target during such Calendar Year.

  • Size of the Board Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at five (5) directors. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock and Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

  • Research Independence The Company acknowledges that each Underwriter’s research analysts and research departments, if any, are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriter’s research analysts may hold and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of its investment bankers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against such Underwriter with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriter’s investment banking divisions. The Company acknowledges that the Representative is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short position in debt or equity securities of the Company.

  • Prior Investment Experience The Holder acknowledges that it has prior investment experience, including investment in securities of the type being exchange, including the Securities or the Exchange Securities, and has read all of the documents furnished or made available by the Company to it and is able to evaluate the merits and risks of such an investment on its behalf, and that it recognizes the highly speculative nature of this investment.

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

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