Net Sales Milestone Sample Clauses

Net Sales Milestone. (i) If, prior to the Milestone Expiration Date, Net Sales of the Milestone Products sold by or on behalf of BioMarin or any of its Affiliates or any permitted Third Party transferee in the Territory cumulatively following the License Termination Date equal or exceed [*]. For the avoidance of doubt, each Sales Milestone Payment (if required to be paid) shall only be paid once. (ii) Until the earlier of the date the [*] is achieved or the Milestone Expiration Date, BioMarin shall use Commercially Reasonable Efforts to commercialize each Milestone Product in the Territory on a continuing basis.
Sample 1Sample 2
AutoNDA by SimpleDocs
Net Sales Milestone. (i) If, prior to the Milestone Expiration Date, Net Sales of the Milestone Products sold by or on behalf of BioMarin or any of its Affiliates or any permitted Third Party transferee (including sales by Merck Serono following the Transfer Time), in the Territory cumulatively following the Transfer Time equal or exceed [*]. For the avoidance of doubt, each Sales Milestone Payment (if required to be paid) shall only be paid once. (ii) Until the earlier of the date the [*] is achieved or the Milestone Expiration Date, BioMarin shall use Commercially Reasonable Efforts to commercialize each Milestone Product in the Territory on a continuing basis.
Sample 1Sample 2
Net Sales Milestone. As further consideration to CFFT for the Contribution, in the event that cumulative Net Sales by Inspire, its Affiliates and sublicensees, if any, of the Product in the Field, and in any Lower Respiratory Indication, in the Territory exceeds [CONFIDENTIAL TREATMENT REQUESTED] during the period ending on the last day of the month in which the fifth anniversary of receipt of Registration occurs, Inspire shall pay to CFFT the following payments: (i) a payment equal to [CONFIDENTIAL TREATMENT REQUESTED] which shall be due within sixty (60) days of the sixth (6/th/) anniversary of receipt of Registration in the U.S.; and (ii) a payment equal to [CONFIDENTIAL TREATMENT REQUESTED] which shall be due within sixty (60) days of the seventh (7/th/) anniversary of receipt of Registration in the U.S.
Sample 1
Net Sales Milestone. As further consideration to CFFT for the Contribution, in the event that cumulative Net Sales by TG, its Affiliates and sublicensees, if any, of the Product in the Field, and in any [*], in the Territory exceeds [*] during the period ending on the last day of the month in which the [*] of receipt of Registration occurs, TG shall pay to CFFT the following payments: (i) a payment equal to [*] which shall be due within [*] of the [*] of receipt of Registration [*]; and (ii) a payment equal to [*] which shall be due within [*] of the [*] of receipt of Registration [*]
Sample 1
Net Sales Milestone. As partial consideration for the licenses and rights granted to NLS hereunder, NLS will make a one-time, non-refundable, non-creditable milestone payment to Novartis on cumulative Net Sales of all Licensed Products as set forth below: Milestone upon NLS, its Affiliates or sublicensees cumulative Net Sales of Two Hundred Fifty Million US Dollars ($250,000,000) in the Territory Three Million US Dollars ($3,000,000) The Net Sales Milestone Payment Amount shall be deemed earned as of the first achievement of the Net Sales Milestone event. NLS shall pay the Net Sales Milestone Payment Amount only one-time. (i) Example for Calculation of Net Sales Milestone: The example below describes a situation where the milestone is paid during year 3: Year 1: Total Net Sales reported in all markets equals to 50 mio USD Year 2: Total Net Sales reported in all markets equals to 120 mio USD corresponding to a cumulative Net Sales of 170 mio USD at the end of year 2. Year 3: Total Net sales reported in all markets equals to 150 mio USD corresponding to a cumulative Net Sales of 320 mio USD; milestone payment triggered in the course of year 3.
Sample 1
Net Sales Milestone. No later than sixty (60) days after the end of each completed fiscal quarter after the First Commercial Sale of a Company Milestone Product and prior to the earlier of the achievement of the Net Sales Milestones and the expiration of the Milestone Period, Buyer shall provide the Stockholder Representative with financial information and supporting information calculating Net Sales for such fiscal quarter (the “Net Sales Report”). If Buyer determines that any Net Sales Milestone has been achieved, Buyer shall, along with the applicable Net Sales Report, provide notice to the Stockholder Representative that such Net Sales Milestone has been achieved. For clarity, more than one of the Net Sales Milestones may be achieved in a calendar year. If the Stockholder Representative does not agree with Buyer’s calculation of Net Sales at any time, Buyer shall consider the Stockholder Representative’s comments in good faith, and Buyer and the Stockholder Representative shall negotiate in good faith to resolve such dispute. Following First Commercial Sale, until the earlier of the achievement of the Net Sales Milestones and the expiration of the Milestone Period, and for one year thereafter, Buyer shall keep (and shall cause its Affiliates, including the Final Surviving Corporation, to keep) books and records pertaining to Net Sales for the prior three (3) calendar years, in sufficient detail to determine such Net Sales. During the period in which such books and records must be maintained, the Stockholder Representative shall have the right to cause the Independent Auditor to audit such books and records to confirm Buyer’s calculations of such Net Sales, and such audits may be exercised during normal business hours upon reasonable prior notice (of at least thirty (30) days) to Buyer, such right to be exercised no more than once per calendar year; provided, that the Independent Auditor executes a reasonable confidentiality agreement with Buyer to protect the confidentiality in such books and records. Such books and records for any period may be audited no more than once. The Stockholder Representative shall bear the full cost of such audit unless such audit discloses that the Net Sales reported by Buyer for any such audited calendar year were more than five percent (5%) lower than the actual Net Sales in such calendar year, in which case, Buyer shall reimburse the Stockholder Representative for the reasonable out-of-pocket cost of the Independent Auditor for the conduct o...
Sample 1

Related to Net Sales Milestone

  • 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.

  • 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 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.

  • Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).

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

  • Commercial Milestones (a) Within [*****] calendar days after the end of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”): (1). [*****] (2). [*****] (3). [*****] (4). [*****] (5). [*****] (b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved. (c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice. (d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.

  • Net Sales The term “

  • 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.

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