Minimum Annual Threshold Sample Clauses

Minimum Annual Threshold. 2.3.1 Commencing upon the earlier of (a) Manufacturing Start Date or (b) Readiness Determination through the Term, and subject to Passage Bio’s right to make adjustments to the Initial and Rolling Forecasts as provided for in Section 2.5 of this Exhibit, Passage Bio shall submit Binding Purchase Orders (or by other mutual agreement) for Batches of Bulk Drug Substance of any Passage Bio Product to be Manufactured by Catalent that, if Delivered by Catalent, results in annual revenue to Catalent in an amount equal to or greater than the Minimum Annual Threshold (defined below) on the low end and the Maximum Annual Batches (defined below) on the high end. Subject to Passage Bio’s right to make adjustments to the Initial and Rolling Forecasts as provided for in Section 2.5.4 of this Exhibit (and thereby to any Purchase Order relating thereto), Passage Bio shall issue each binding Purchase Order in accordance with the requirements set forth in Section 2.5.5 below. 2.3.2 Upon the Readiness Determination, the Minimum Annual Threshold is initially based upon the Supply Pricing of [*] Batches of Bulk Drug Substance of the Passage Bio Products to be Manufactured in the Dedicated Clean Room Suite (the “Minimum Annual Batches”) and shall be [*]. The Supply Pricing used for calculating the Minimum Annual Threshold is set forth in Schedule 1.1 to this Exhibit. Starting in [*], the Minimum Annual Threshold may be increased year over year in accordance with increases in the Product Price Index (“PPI”) for Pharmaceutical Preparation Manufacturing ([*]). Fees or expenses for the procurement of Raw Materials or other direct costs that are charged at cost plus a Procurement Fee [*]. If Catalent conducts any Manufacturing of Batches of Passage Bio Products outside of the Dedicated Clean Room Suite (other than non-cGMP Batches Manufactured as part of Development Services), [*]. 2.3.3 In the event that Passage Bio fails to order, or fails to cause its Affiliates or Strategic Partners to order, sufficient quantities of Batches of Passage Bio Products to meet the Minimum Annual Threshold, Catalent shall submit an invoice to Passage Bio following the conclusion of the calendar year (January 1 through December 31) (“Fiscal Year” or “FY”) during which the minimums were not achieved for an amount equal to the difference between (i) the applicable Minimum Annual Threshold and (ii) the aggregate revenue received from Passage Bio in such FY for Manufacturing Batches of Passage Bio Product...
Sample 1
AutoNDA by SimpleDocs
Minimum Annual Threshold. On the last Business Day of each calendar quarter and in accordance with Section 5.2, Catalent shall determine the balance [**] owing to Catalent with respect to the Sarepta Clean Room Suites. To the extent a balance is determined to be owed, Catalent shall provide to Sarepta a statement of the amount owing, which shall include a summary report on the nature and amount of any credits applied, so that Sarepta may promptly review and verify the foregoing. Following verification of the statement[**], which invoice shall be paid within [**] from the date the invoice is received by Sarepta.
Sample 1

Related to Minimum Annual Threshold

  • Minimum Annual Royalty Beginning in the calendar year after the first occurrence of SALEs, and in each succeeding calendar year thereafter, LICENSEE will pay to REGENTS a minimum annual royalty of [Written amount] U.S. Dollars ($ Number) for the life of this AGREEMENT. This minimum annual royalty will be paid to REGENTS by February 28 of each year and will be credited against the earned royalty due and owing for the calendar year in which the minimum payment is made.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Minimum Annual Royalties Company shall pay to JHU minimum annual royalties as set forth in Exhibit A. These minimum annual royalties shall be due, without invoice from JHU, within thirty (30) days of each anniversary of the EFFECTIVE DATE beginning with the first anniversary. Running royalties and sublicense consideration accrued under Paragraphs 3.3 and 3.4, respectively, and paid to JHU during the one year period preceding an anniversary of the EFFECTIVE DATE shall be credited against the minimum annual royalties due on that anniversary date.

  • Minimum Annual Rent Tenant agrees to pay to Landlord the Minimum Annual Rent in equal monthly installments in the amount set forth in Section 1(d) (as increased at the beginning of each lease year as set forth in Section 1(d)), in advance, on the first day of each calendar month during the Term, without notice, demand or setoff, at Landlord's address designated at the beginning of this lease unless Landlord designates otherwise; provided that rent for the first full month shall be paid at the signing of this lease. If the Commencement Date falls on a day other than the first day of a calendar month, the rent shall be apportioned pro rata on a per diem basis for the period from the Commencement Date until the first day of the following calendar month and shall be paid on or before the Commencement Date. As used in this lease, the term "LEASE YEAR" means the period from the Commencement Date through the succeeding 12 full calendar months (including for the first lease year any partial month from the Commencement Date until the first day of the first full calendar month) and each successive 12 month period thereafter during the Term.

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Threshold Neither the Seller nor the Purchaser shall be required to make any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until such time as the total amount of all Damages that have been directly or indirectly suffered or incurred by an Indemnified Party, or to which an Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the aggregate. At such time as the total amount of such Damages exceeds $50,000 in the aggregate, the Indemnified Party shall be entitled to be indemnified against the full amount of such Damages (and not merely the portion of such Damages exceeding $50,000).

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution. (b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.

  • Minimum Net Worth The Borrower will at all times maintain ----------------- Consolidated Net Worth of not less than the sum of (i) $265,000,000 plus (ii) fifty percent (50%) of Consolidated Net Income earned in each fiscal quarter beginning with the quarter ending December 31, 1997 (without deduction for losses).

  • Minimum Cash As determined on the first of every calendar month, the Company shall at all times keep on-hand unencumbered, unrestricted cash in an amount greater than or equal to $1,000,000.

  • Minimum Payment (a) Overtime worked on a Saturday or Sunday will be paid for at the rate of double Ordinary Rates. Employees required to work on a Saturday or Sunday will be afforded a minimum 4 hours work, or be paid as if for 4 hours at the aforementioned overtime rates.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!