Milestone Consideration Sample Clauses
Milestone Consideration. (a) Subject to Section 2.2(e) and Section 10.6, Cypress shall be obligated to pay to Cellatope $3,000,000 (as such amount may be offset pursuant to the provisions of Section 2.2(e) and Section 10.6, the “Milestone Consideration”) upon the First Commercial Sale by Cypress, any of its Affiliates or any Licensee of a Product for monitoring of Systemic Lupus Erythematosus (a “Lupus Monitoring Product”) (the “Milestone”), with any such payment to be made in accordance with the provisions of Section 2.2(d). For avoidance of doubt, only a Product for monitoring of Systemic Lupus Erythematosus, and not any Product designed for diagnosis of Systemic Lupus Erythematosus without a monitoring function, shall constitute a Lupus Monitoring Product. Upon the achievement of the Milestone, Cypress shall notify Cellatope in writing (the “Milestone Notice”) within 10 business days that the Milestone has been achieved and the date on which it was achieved. Within 20 business days of achievement of the Milestone, Cypress shall pay to Cellatope the Milestone Consideration in cash, as may be reduced pursuant to the terms of Section 2.2(e) and Section 10.6, by wiring or causing to be wired the Milestone Consideration to an account designated by Cellatope for such purpose in writing not less than two business days prior to the date on which the Milestone Consideration is to be paid.
(b) Cypress shall act in good faith and use commercially reasonable efforts to cause the Milestone to be achieved; provided, however, that the obligation of Cypress to use commercially reasonable efforts to achieve the Milestone shall not require that the Milestone ever be achieved if doing so, in any case, would require Cypress to use more than commercially reasonable efforts and, provided, further, that a termination of development by Cypress of all Lupus Monitoring Products pursuant to Section 2.2(c) below shall not be deemed a failure by Cypress to use, or otherwise violate Cypress’ obligations to use, commercially reasonable efforts to develop a Lupus Monitoring Product, The parties acknowledge and agree that Cypress may terminate development of all Lupus Monitoring Products at any time if achieving the Milestone would require Cypress to use more than commercially reasonable efforts to do so, and that any such termination may occur without requiring that Cypress also terminate the Amended Pittsburgh License in accordance with Section 2.2(c) below. Cypress shall provide notice to Cellatope of its d...
Milestone Consideration. (a) Within 10 business days after the First Commercial Sale by Cypress, any of its Affiliates or any Licensee of a Product for monitoring of Systemic Lupus Erythematosus (a “Lupus Monitoring Product”) (the “Milestone”), Cypress shall notify Cellatope in writing (the “Milestone Notice”) that the Milestone has been achieved and the date on which it was achieved. Within 20 business days of achievement of the Milestone, Cypress shall issue to Cellatope a promissory note (the “Note”) in the principal amount of $3,000,000 (subject to any reduction in such amount pursuant to Section 10.6), the form of which is attached hereto as Exhibit A-1. The Note shall be unsecured and shall bear interest at the rate of 5% per annum. Interest shall accrue for the twelve-month period following issuance of the Note. On the first anniversary of the date of issuance of the Note, accrued interest for the previous 12 months shall be added to the principal amount of the Note, which adjusted amount shall thereafter bear interest at 5% per annum. Thereafter, Cypress shall make equal monthly payments representing principal and accrued interest, each month continuing for 48 months after such first anniversary, at which point any unpaid balance of the Note will be due and payable in full. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that in the event the Milestone is not achieved or if Cypress terminates development pursuant to Section 2.2(c) below, no payments shall be due under this Agreement and Cypress shall not be required to issue the Note. Amounts payable pursuant to the Note are referred to herein as the “Milestone Consideration.” For avoidance of doubt, only a Product for monitoring of Systemic Lupus Erythematosus, and not any Product designed for diagnosis of Systemic Lupus Erythematosus without a monitoring function, shall constitute a Lupus Monitoring Product.
Milestone Consideration. (a) Within twenty days following achievement of the Milestone during the Payment Term, Parent shall notify the Securityholders’ Representative that the Milestone has been achieved, and no later than 30 days following the date of the achievement of the Milestone (subject to delivery and finalization (in accordance with Section 1.16(f) (Exchange/Payment)) of the updated Closing Payment Schedule as set forth in the next sentence), Parent shall deliver, or cause to be delivered, to the Participating Securityholders or the Payment Agent and/or Merger Sub II Surviving Company for the benefit of the Participating Securityholders, in Parent’s sole discretion, pursuant to the distribution mechanics set forth in Section 1.5 (Conversion of Shares), Section 1.6 (Treatment of Company Options) and Section 1.16 (Exchange Payment), as applicable, the Milestone Consideration. Promptly following receipt of notice of achievement of the Milestone and prior to delivery of any Milestone Consideration to the Participating Securityholders, the Securityholders’ Representative shall deliver to Parent an updated Closing Payment Schedule (which need not be certified) setting forth the portion of the Milestone Consideration payable to each Participating Securityholder. The Milestone Consideration shall only be payable once, upon the first occurrence of the Milestone, and no additional payment will be due in the event of any repeated occurrence of the Milestone. No Milestone Consideration shall be payable with respect to the Milestone if first achieved after the end of the Payment Term.
(b) Each Participating Securityholder, by such Person’s execution of a Joinder Agreement, a Letter of Transmittal, a Surrender Agreement, as applicable, and/or receipt of any Merger Consideration hereunder, acknowledges and agrees that (i) Parent is entitled to conduct the business of the Merger I Surviving Corporation and the Merger II Surviving Company, as applicable, including, without limitation, with respect to any BioDiscovery Products in a manner that is in the best interests of Parent and its stockholders, and shall have the absolute right and sole and absolute discretion to operate and otherwise make decisions with respect to the conduct of the business of the Merger I Surviving Corporation and the Merger II Surviving Company and/or the BioDiscovery Products and to take or refrain from taking any action with respect thereto; (ii) Parent or an Affiliate of Parent currently or may in the future o...
Milestone Consideration. As additional consideration for the sale of the Assets to Buyer by Seller and Seller Parent, Buyer shall pay to Seller, if and as applicable:
(a) a one-time payment of $250,000, due within ten (10) days following the […***…] by Buyer of any assay that […***…] FCGamma gene, whether alone or in combination with other genes or tests (“FCGamma Assay”) that is a Subject Biomarker Assay (the “FCGamma Assay Milestone Consideration”); provided, however, that such payment may be made, in Buyer’s sole discretion, either in cash or via the issuance to Seller of that number of shares of Buyer Common Stock equal to: (i) $250,000; divided by (ii) the 20-Day VWAP; and
(b) a one-time payment of $250,000, due within ten (10) days following the […***…] by Buyer of any assay that […***…] ABCB or MDR gene, whether alone or in combination with other genes or tests (“ABCB1 Assay”) that is a Subject Biomarker Assay (the “ABCB1 Assay Milestone Consideration” and, together with the FCGamma Assay Milestone Consideration, the “Milestone Consideration”); provided, however, that such payment may be made, in Buyer’s sole discretion, either in cash or via the issuance to Seller of that number of shares of Buyer Common Stock equal to: (i) $250,000; divided by (ii) the 20-Day VWAP.
Milestone Consideration. Please be advised that to the extent Milestone Consideration is payable in shares of Capnia, Inc. stock, a stock certificate representing those shares will be registered in the name of the person signing this Letter of Transmittal and delivered to the address of record on file with the Exchange Agent. Please be further advised that any Milestone Consideration Table of Contents payable in cash will be delivered via check to the address of record on file with the Exchange Agent. If you would like to request that any Milestone Consideration be delivered either to a different address or (in the case of Milestone Consideration payable in cash) via a different payment method (e.g. wire), you must provide the Stockholders’ Representative revised payment instructions (including any updates or corrections to the information previously provided in your completed Letter of Transmittal) not less than five Business Days in following receipt of Notice of Milestone Achievement from the Stockholders Representative. All questions as to the validity, form and eligibility of any surrender of certificates will be determined by the Exchange Agent and Capnia, Inc. and such determination shall be final and binding. Exchange Agent and the Company reserve the right to waive any irregularities or defects in the surrender of any certificates. A surrender will not be deemed to have been made until all irregularities have been cured or waived. Table of Contents The Substitute Form W-9 BELOW must be completed and signed if you are a U.S. person (including a U.S. resident alien). PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER IDENTIFICATION NUMBER (“TIN”) AND CERTIFY THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING. PAYER’S NAME: American Stock Transfer & Trust Company, LLC SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number OR Employer Identification Number Part 2 — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (See Page 2 of enclosed Guidelines)
Milestone Consideration. In addition to the Closing Consideration, the Merger Consideration (but subject to the limitation on the aggregate Merger Consideration set forth in Section 2.6(a)(i) above), shall also consist of the Milestone Payments, if any, payable as and in the manner set forth on Schedule 2.6(a)(iii), in accordance with the terms set forth on such Schedule 2.6(a)(iii) (the “Milestone Consideration”), subject at all times to any offset thereto in accordance with Section 8.4(i).
Milestone Consideration. Within five (5) Business Days following the achievement of the Milestone, Parent shall deliver a notice in writing (the “Milestone Notice”) to the Representative regarding the achievement of the Milestone. Subject to Section 2.13(c), within five (5) Business Days following Parent’s delivery of the Milestone Notice Parent and the Representative shall instruct the Escrow Agent to pay, and the Escrow Agent shall pay, the Milestone Consideration to the applicable Sellers in accordance with the Payout Spreadsheet.
Milestone Consideration. If required by the terms and conditions of this Section 2.07, Parent shall pay to the Company Stockholders the Milestone Consideration in accordance with the terms and conditions of this Section 2.07.
Milestone Consideration. Once the Buyer has acquired both the First Stage Interest and the Second Stage Interest, and subject to satisfaction of the conditions set forth in Sections 4.1 (a) and (b) below, Snow Lake will make the following milestone payments (the "Milestone Consideration") to the Seller, by allotting and issuing fully paid and non-assessable common shares of Snow Lake to the Seller, or as directed by the Seller, as follows:
Milestone Consideration. 2.4.1. Subject to the satisfaction of the conditions precedent set forth in this Section 2.4 (each, a “Milestone Event”) and adjustment pursuant to Section 8.7, Purchaser or an Affiliate of Purchaser shall deliver to the Company shares of Purchaser Common Stock (each, a “Milestone Payment” and together, the “Milestone Payments”), in such amounts and at such times as is set forth in this Section 2.4, subject at all times to any offset thereto in accordance with Section 8.5.3. All Milestone Payments shall only be paid once, upon the initial achievement of the particular Milestone Event. The Purchaser, at its sole and absolute discretion shall determine if a Milestone Event has occurred. Purchaser shall notify the Company within ten (10) Business Days from when a Milestone Event has occurred. Within ten (10) Business Days from the Company’s receipt of such notice from Purchaser, Purchaser shall deliver the following Milestone Payments to the Company:
(a) 2,000,000 shares of Purchaser Common Stock when the United States Patents for PRV-002 are revived in the name of Purchaser as set forth on Exhibit B by the U.S. Patent and Trademark Office and any international patents that have lapsed as set forth on Exhibit C as revived in the name of the Purchaser by the respective country’s patent offices; provided, however, that the Company and each Additional Party shall cooperate with Purchaser in all Patent prosecutions related thereto, including revivals and reissuances of such Patents; The value of 2,000,000 shares of Purchaser Common Stock when the United States Patents for PRV-002 are revived in the name of Purchaser shall not exceed Six Million Dollars ($6,000,000) based on the ask price on the date the payment is due.
(b) 1,000,000 shares of Purchaser Common Stock upon successful first dosing in a Phase I Clinical Trial for PRV-002 for which Purchaser or one of its Affiliates is the sponsor, as determined by Purchaser in its sole and reasonable discretion;
(c) 2,000,000 shares of Purchaser Common Stock upon the grant and issuance to Purchaser of Patent for the drug-device combination for PRV-002 and the Delivery Device from the U.S. Patent and Trademark Office; The value of 2,000,000 shares of Purchaser Common Stock when the Patents for PRV-002 are revived in the name of Purchaser shall not exceed Ten Million Dollars ($10,000,000) based on the ask price on the date the payment is due.
(d) 1,000,000 shares of Purchaser Common Stock upon Purchaser’s receipt of net...