Milestone Amounts Sample Clauses

Milestone Amounts. Upon enrollment of the first patient by or on behalf of GSK in the first study using repeat dose to measure PK and pharmacodynamics in post-menopausal women ***
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Milestone Amounts. Commercialization Following [***] of [***]. Subject to the provisions of this Section 13.3, in the event the Amgen *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Option is exercised and the [***] following the Amgen Option Effective Date for [***] is [***] (i.e., the Amgen Option is exercised pursuant to (i) Section [***], (ii) Section [***], or (iii) Section [***] and the [***] is [***]), then Amgen shall pay CK the following [***] milestones on [***] achievement of the relevant milestone subsequent to the Amgen Option Effective Date, based on the total Net Sales in the Territory for [***] in a calendar year: Annual Net Sales [***] [***] Annual Net Sales [***] [***]
Sample 1
Milestone Amounts. On the achievement, as determined by a majority of the members of the Development Committee (as defined below), of each of the following milestones (each a "Milestone" and together the "Milestones"), such number of Unvested Parent Common Shares as have an aggregate value, as determined pursuant to paragraphs 2.2(c) and 2.2(d) as of the date on which the Milestone shall have been achieved and payable in accordance with the terms of paragraph 2.2(b) and 2.2(c), equal to the value of the Milestone as set forth below shall be released in accordance with the provisions of paragraphs 2.2(b) and 2.2(c) as of the Closing Date, at the end of the fiscal quarter of Parent during which the Milestone shall have been achieved; provided, however, that the Milestone must have been achieved prior to the date that is the last day of the thirtieth (30th) month after the Commencement Date for such Milestone as determined by reference to the following table, provided that if, in the determination of the Development Committee, work on or towards a Milestone is ceased or materially affected by reason of strikes, riots, war, invasion, acts of God, fire, explosion, floods, acts of civil or military government agencies or instrumentalities (except for delays in or the refusal to grant approvals or clearances for drugs, products or devices by the United States Food and Drug Administration or any similar or successor United States government agency (the "FDA") or by any non-United States government agency having similar functions or a similar mandate as the FDA or delays in or the refusal to grant or award patents or patent allowances by the United States Patent and Trademark Office or any successor United States government agency (the "PTO") or by any non-United States government agency having similar functions or a similar mandate as the PTO) and other similar contingencies beyond the reasonable control of Parent or any of the Target Stockholders, the date for achievement of such Milestone shall be extended to such date that the Development Committee shall select (the "Milestone Deadline Date"); provided, further, that if at the date such shares vest there shall have been delivered to the Representative any Notice of Indemnification pursuant to paragraph 14.2(b), then all such shares of Parent Common Stock shall be held by Parent pending resolution of any claims for indemnification in such Notice(s) of Indemnification:
Sample 1
Milestone Amounts. 29 (b) One Milestone Per Product.................................................31 (c) Backup Licensed Products..................................................31 (d) Special [ * ] Milestone...................................................31
Sample 1
Milestone Amounts. Warner shall make the following milestone payments to Onyx within 30 days after the first achievement of each of the following milestones. MILESTONES PAYMENT [ * ] = 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. (i) LOCAL/REGIONAL ONYX-015 (1) Regulatory Approval for Local/Regional ONYX- [ * ] 015 in [ * ]. (2) Regulatory Approval for Local/Regional ONYX- [ * ] 015 in [ * ]. (ii) SYSTEMIC ONYX-015 (1) [ * ] of the first [ * ] in a [ * ] of Systemic ONYX-015. [ * ] (2) The [ * ] by the relevant [ * ] or [ * ] of a [ * ] for [ * ] Systemic ONYX-015 in a [ * ]. (3) [ * ] for Systemic ONYX-015 in [ * ]. [ * ] (4) [ * ] for Systemic ONYX-015 in [ * ]. [ * ] (iii) RESEARCH PROGRAM AND [ * ] MATTERS (1) Demonstration of the [ * ] of delivering a [ * ] or [ * ] any other [ * ] in ONYX-015 or another [ * ] to [ * ], including generation of data demonstrating that [ * ], demonstration that [ * ], and [ * ] model. (2) Resolution of special [ * ] matter, as described in [ * ], subject to Section 7.4(d) Section 7.4(d).
Sample 1
Milestone Amounts. Subject to the provisions of Article XIV, with respect to the first Lead Compound designated by Warner as such prior to the end of the Project Term, Warner shall become obligated to pay Synaptic: (i) [**] upon the designation of such Compound as a Lead Compound; (ii) [**] upon the acceptance for filing of the first IND covering such Lead Compound; (iii) [**] upon the commencement of Phase II clinical trials; (iv) [**] upon the commencement of Phase III clinical trials; (v) [**] upon the sixtieth day following the submission of an NDA covering such Lead Compound with the FDA or a comparable submission in another Major Market Country, provided that Warner has not received written notice from the FDA or an equivalent foreign agency during such sixty-day period stating that the NDA has not been accepted for filing; (vi) [**] upon the approval of an NDA covering such Lead Compound by the FDA or approval of a comparable submission in another Major Market Country; and (vii) [**] upon the approval for marketing of such Lead Compound in a Major Market Country; provided, however, that such [**] milestone payment shall not be payable unless and until an NDA covering such Lead Compound or a comparable submission in Japan shall have been approved.
Sample 1
Milestone Amounts. Warner shall notify Interneuron upon the achievement of each of the following milestones, and Warner shall make the following milestone payments to Interneuron within thirty (30) days after the first achievement of each of the following milestones: 1. Upon dosing of the first patient in a Phase III Clinical Trial for Panic Disorder $ * 2. Upon dosing of the first patient in a Phase III Clinical Trial for General Anxiety Disorder $ * 3. Successful completion of toxicology studies followed by a decision of Warner to continue Development of the Licensed Product $ * 4. On acceptance for filing by the FDA of an NDA for Panic Disorder $ * 5. On acceptance for filing by the FDA of an NDA for General Anxiety Disorder $ * 6. On Regulatory Approval by the FDA for Panic Disorder $ * 7. On Regulatory Approval by the FDA for General Anxiety Disorder $ * *CONFIDENTIAL TREATMENT REQUESTED 8. On acceptance for filing of an NDA in Europe for Panic Disorder $ * 9. On acceptance for filing of an NDA in Europe for General Anxiety Disorder $ * 10. On Regulatory Approval in Europe for Panic Disorder $ * 11. On Regulatory Approval in Europe for General Anxiety Disorder $ * 12. On acceptance for filing with Koseshio in Japan for the first indication for which such filing is made $ * 13. On Regulatory Approval in Japan of the first Licensed Product for the first indication for which Regulatory Approval is obtained $ * 14. Upon acceptance for filing by the FDA of an NDA for an SR form of the Licensed Product $ * 15. Upon Regulatory Approval by the FDA for an SR form of the Licensed Product $ * 16. Upon Regulatory Approval by the FDA for each of the first three additional indications for which an NDA is required to be filed for the Licensed Product $ * 17. Upon Regulatory Approval in Europe for each of the first three additional indications for which an NDA is required to be filed for the Licensed Product $ * For convenience of reference, each of the events listed in Section 4.2 shall be referred to as a "Trigger Event". For Trigger Event numbers 8, 9, 10, 11 and 17, in the event the applicable acceptance for filing or approval is granted in less than all of the countries listed in the definition of "Europe", Warner shall pay an amount equal to one-fifth of the applicable milestone payment for such Trigger Event, multiplied by the number of countries in which such acceptance for filing or approval is granted. *CONFIDENTIAL TREATMENT REQUESTED
Sample 1
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Related to Milestone Amounts

  • Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.

  • Sales Milestone Payments Artiva shall make the following one-time, non-refundable and non-creditable sales milestone payments to GCLC when the aggregate annual Net Sales of Products in the Territory first reach the thresholds specified below. Artiva shall notify GCLC promptly of the achievement of each such sales threshold. Each sales milestone payment shall be made by Artiva within [***] days after the end of the calendar quarter in which such sales threshold is achieved. To the extent more than one sales threshold is reached in any given calendar year, then the applicable milestone payment for each such achievement shall be due and owing with respect to such calendar year. For clarification, the total milestone payments payable hereunder if all milestone events are achieved is [***].

  • Development Milestone Payments (i) In addition to the Closing Date Merger Consideration (less the Remaining Option Consideration and Rights Proceeds Amount, if any) and any Net TNF Sales Payments (as defined below), upon the attainment of the development ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. milestones set forth below (each, a “Development Milestone”), Parent shall, or shall cause the Surviving Corporation to, [**] after the occurrence of each Development Milestone, deliver to the Paying Agent (for further payment to the holders of Stock Certificates and Stock Agreements outstanding immediately prior to the Effective Time), via wire transfer of immediately available funds, the respective amounts set forth below minus, in each case, the applicable Contingent Consideration Distribution Fee associated therewith and any amount designated by the Stockholders’ Representatives to be placed in the Administrative Expense Account (each, a “Development Milestone Payment” and collectively, the “Development Milestone Payments”): (A) Upon FDA approval of Reslizumab for the treatment of eosinophilic esophagitis, a cash payment of [**]; (B) Upon marketing authorization of Reslizumab for the treatment of eosinophilic esophagitis being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; (C) If Res 5-0010 Asthma Study Completion has not occurred on or prior to the Closing Date, then upon the occurrence of the Res 5-0010 Asthma Study Completion, a cash payment of $50,000,000 (fifty million dollars) (the “Res 5-0010 Asthma Payment”); (D) Upon FDA approval of Reslizumab for any asthma indication, a cash payment of [**]; (E) Upon marketing authorization of Reslizumab for the treatment of any asthma indication being granted by the European Commission in accordance with Regulation (EC) No. 726/2004, a cash payment of [**]; and (F) Upon FDA approval of an Oral Anti-TNF Product, a cash payment of [**].

  • Milestone Event Milestone Payment [***] [***]

  • Milestone Payment The first time Net Sales in the Territory in a Royalty Period exceed US$[***] ([***] dollars) US$[***] ([***] dollars)

  • Milestone Payments In the event that any Sellers believe that any Additional Milestone has been achieved during the Post-Closing Milestone Period, the Sellers’ Representative shall provide notice of such achievement to Purchaser. If Purchaser determines in its sole and reasonable discretion that such Additional Milestone has been achieved during the Post-Closing Milestone Period, then within thirty (30) days of such notice from Sellers’ Representative or, if earlier, within thirty (30) days of Purchaser’s determination that such Additional Milestone has been achieved, Purchaser shall notify Sellers’ Representative of its determination and pay to Sellers the Additional Milestone Payment payable in respect of such Additional Milestone. If Sellers’ Representative delivers such a notice and Purchaser determines, in its sole and reasonable discretion, that the applicable Additional Milestone has not been achieved, then, within thirty (30) days of Sellers’ Representative’s notice Purchaser shall notify Sellers’ Representative of such determination. If Sellers’ Representative believes that Sellers are entitled to payment of all or any portion of an Additional Milestone Payment hereunder which they have not received within thirty (30) days following the achievement of the Additional Milestone for which payment is due, Sellers’ Representative may, not later than twelve (12) months following the achievement of such Additional Milestone, deliver to Purchaser a notice setting forth Sellers’ Representative’s determination that all or a portion of such Additional Milestone Payment is due under this Agreement (the “Post-Closing Assessment Notice”). If Sellers’ Representative does not deliver to Purchaser a Post-Closing Assessment *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Notice within such twelve (12) month period, then Sellers shall have been deemed to agree that the Additional Milestone has not been met and no payment with respect to such Additional Milestone is due to Sellers hereunder and Sellers shall have no further rights to such Milestone Payment or any portion thereof. Such Post-Closing Assessment Notice may be delivered before or after the expiration of the Post-Closing Milestone Period without affecting Sellers’ rights to the applicable Milestone Payment, provided that that applicable Additional Milestone was actually achieved prior to the expiration of such Post-Closing Milestone Period. If Purchaser shall object to Sellers’ determination that a Additional Milestone has been achieved as set forth in the Post-Closing Assessment Notice, then Purchaser shall deliver a dispute notice (a “Post-Closing Milestone Dispute Notice”) to Sellers’ Representative within fifteen (15) days following Sellers’ Representative’s delivery of the Post-Closing Assessment Notice. A representative of Purchaser, on the one hand, and the Sellers’ Representative, on the other, shall attempt in good faith to resolve any such objections within fifteen (15) days of the receipt by Sellers of the Post-Closing Milestone Dispute Notice. If no Post-Closing Milestone Dispute Notice is delivered within the fifteen (15) day time period, then Sellers’ determination that the Additional Milestone has been achieved, and that the amount of the Milestone Payment specified in the Post-Closing Milestone Dispute Notice is due hereunder, shall be deemed to be accepted and Purchaser shall pay to Sellers those amounts set forth in the Post-Closing Assessment Notice no later than five (5) days after the expiration of such fifteen (15) day time period.

  • Milestone A principal event specified in the Contract Documents including the Material Completion and Occupancy Date and other events relating to an intermediate completion date or time.

  • Sales Milestones (a) As to each Therapeutic Product, SANOFI-AVENTIS shall pay MERRIMACK up to a total of Sixty Million Dollars (US$60,000,000) upon the first achievement of the following Net Sales milestones, on a Therapeutic Product-by-Therapeutic Product basis: (i) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (ii) Total Worldwide Net Sales for such Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (iii) Total Worldwide Net Sales for Therapeutic Product exceed $[**] in any four (4) consecutive calendar quarters $ [**] (b) Each milestone payment set forth in Section 8.4(a) shall be payable by SANOFI-AVENTIS upon the achievement of the related milestone event by SANOFI-AVENTIS and its Affiliates or sublicensees, and SANOFI-AVENTIS shall provide notice to MERRIMACK promptly upon achievement of such milestone event. SANOFI-AVENTIS shall pay MERRIMACK each such milestone payment within [**] days of such achievement of the related milestone event. (c) For purposes of clarity, more than one of the Net Sales milestones set forth above may be earned in the same four (4) consecutive calendar quarter period with respect to a Therapeutic Product. For example, if total worldwide Net Sales with respect to a given Therapeutic Product have not achieved any of the lower sales milestone thresholds set forth in clause (i) or (ii) of Section 8.3(a) above in any previous four (4) consecutive calendar quarter period, but total worldwide Net Sales with respect to such Therapeutic Product exceed $[**] in a subsequent four (4) consecutive calendar quarter period, then all three milestone payments, totaling $60 Million, payable upon achievement of the sales milestone thresholds set forth in clause (i), (ii) and (iii) of Section 8.3(a) above shall become payable to MERRIMACK hereunder.

  • Milestones Subject to the provisions of the SGIP, the Parties shall agree on milestones for which each Party is responsible and list them in Attachment 4 of this Agreement. A Party’s obligations under this provision may be extended by agreement. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Force Majeure event, it shall immediately notify the other Parties of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer significant uncompensated economic or operational harm from the delay, (1) attainment of the same milestone has previously been delayed, or (2) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment.

  • Earnout Payments (a) The Constituents shall be eligible to receive earnout consideration up to a maximum of three million dollars ($3,000,000) for all such earnout payments, based on the performance of the Surviving Corporation following the Closing as set forth in this Section 1.7. (i) For the period beginning immediately after the Closing and ending on the first anniversary of the Closing (the “First Earnout Period”), the Constituents shall receive $3 for every $1 of Post-Closing Net Income in excess of one hundred ten percent (110%) of the Adjusted Forecast for such First Earnout Period (the “First Earnout Period Payment”). (ii) For the period beginning on the day after the first anniversary of the Closing and ending on the second anniversary of the Closing (the “Second Earnout Period”), the Constituents shall receive $3 for every $1 of Post-Closing Net Income in excess of one hundred ten percent (110%) of the Adjusted Forecast for such Second Earnout Period until the Post-Closing Net Income results in an aggregate of $1.5 million of earnout consideration being earned during the Second Earnout Period (such amount of Post-Closing Net Income, the “Second Earnout Threshold”), at which point the amount earned thereafter shall change to $1.50 for every $1 of Post-Closing Net Income in excess of the Second Earnout Threshold for such Second Earnout Period (collectively, the “Second Earnout Period Payment”). (b) Earnout amounts shall be calculated promtly after the preparation of the Parent’s financial statements following the accounting period in which the end of such earnout period occurs. The First Earnout Period Payment, if any, shall be deposited with Escrow Agent and made part of the Escrow Amount. The calculation of the amount earned in the First Earnout Period Payment or Second Earnout Period Payment, as the case may be, may be referred to as the “Earnout Payment” for such period. Such Earnout Payments shall be delivered to the Escrow Agent or paid to the Constituents in accordance with Section 1.5(a), as the case may be, within the later of (i) ninety (90) days after the Parent’s delivery to the Stockholder Representatives of the applicable Earnout Certificate, or (ii) if disputed pursuant to Section 1.7(f) below, ten (10) Business Days after final determination of the applicable Earnout Payment pursuant to the provisions of Section 1.7(f). (c) [intentionally omitted] (d) In no case shall the aggregate amounts paid pursuant to this Section 1.7 exceed $3 million. (e) As soon as reasonably practicable following Parent’s determination of the Earnout Payment for each of the First Earnout Period and Second Earnout Period (but in no event prior to the date the Parent’s financial statements for the periods to which such Earnout Payments relate have been publicly disclosed by Parent), Parent will deliver to the Stockholder Representatives (i) a statement that includes each element of the calculation of the Earnout Payment; and (ii) a certificate of the Parent’s Chief Financial Officer certifying on behalf of the Parent that the calculation of the Earnout Payment was made in accordance with the terms of this Section 1.7 (such statement and certificate being referred to as the “Earnout Certificate”). The Stockholder Representatives and their professional advisors will be given reasonable access to only those books and records of the Surviving Corporation that are necessary to confirm the calculation of the Earnout Payment. All information obtained by the Stockholder Representatives shall be deemed to be confidential information of the Parent subject to the restrictions of the Confidentiality Agreement attached hereto as Exhibit I.

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