Net Sales Payments. During the Additional Payment Term and subject to Section 7.8, Buyer shall also make the following payments to Resistys in accordance with Section 4.4, as and only to the extent that they become due and payable hereunder (the “Net Sales Payments”):
Net Sales Payments. As additional consideration for the Transactions, on a Kv7 Product-by-Kv7 Product and country-by-country basis, with respect to the Net Sales of a particular Kv7 Product in a country until the latest of: (a) [**] after the First Commercial Sale of such Kv7 Product in such country, (b) the expiration of the last to expire of a Valid Claim of a Transferred Patent (or any Related Patent thereof) or a Kv7 Discovery Platform Patent (or any -24- Related Patent thereof), in each case, that would be infringed by the manufacture, use, sale, importation or offer for sale in such country of such Kv7 Product and (c) [**] (the “Net Sales Term”), Buyer shall, subject to the terms of this Section 2.4, pay or cause to be paid to Seller in cash the amount based on the Net Sales of each Kv7 Product in such calendar quarter as follows (each such payment, a “Net Sales Payment” and together with the Regulatory Milestone Payments and the Sales Milestone Payments, the “Contingent Payments”):
Net Sales Payments. Subject to the terms and conditions of this Agreement, during the Payment Term, the Buyer shall pay to the Exchange and Paying Agent or the Surviving Corporation, as applicable, for the benefit of the Company Equityholders, cash payments in respect of Annual Net Sales of each of the FA Product and the AS Product in accordance with clauses (i) and (ii) below (the “Net Sales Payments”). For purposes of clarity, no Net Sales Payments shall be owed with respect to sales of the AADC Product.
Net Sales Payments. Within [***] days after the end of each Calendar Quarter in which a Net Sales Payment pursuant to this Section 1.2(b) accrues, Parent shall notify the Securityholders’ Representative (each such notice, a “Net Sales Notice”), which Net Sales Notice shall include the applicable threshold of Annual Net Sales of Product in (A), (B) or (C) of the table below that was achieved in such Calendar Quarter and cumulatively for such Calendar Year through the date of such Net Sales Notice (collectively, the “Net Sales Thresholds”). Parent shall, within ten (10) Business Days following delivery of a Net Sales Notice, pay, or cause to be paid, the payment corresponding to the applicable Net Sales Threshold, calculated using the applicable percentage of Annual Net Sales of Product set forth in the table below (the “Applicable Percentage”) applicable to each Net Sales Threshold (each, a “Net Sales Payment,” and, collectively, the “Net Sales Payments”), subject to Sections 1.10(d) and 8.9, to the Participating Securityholders by depositing, or causing to be deposited, with (x) the Payment Agent, by wire transfer of immediately available funds to such bank account as may be designated by the Payment Agent, the portion of such Net Sales Payment payable to the Participating Securityholders (other than the holders of Employee Options) and (y) the payroll account of the Surviving Entity (or any Affiliate thereof or successor thereto) or, if applicable, of any third party payroll services provider engaged by the Surviving Entity (or any Affiliate thereof or successor thereto), by wire transfer of immediately available funds to such bank account as may be designated by the Surviving Entity, the portion of such Net Sales Payment payable to the holders of Employee Options, in each case, for further distribution to the applicable Participating Securityholders in accordance with the Contingent Payment Schedule and Sections 1.5, 1.6 and 1.9. Net Sales Payments in respect of Annual Net Sales of Product shall exclude Net Sales of each Product in any country for which the Payment Term for such Product in such country has expired and shall be calculated in accordance with the table and clauses (i), (ii), (iii), (iv), (v) and (vi) below. Parent shall have no obligation to pay any Net Sales Payment with respect to Net Sales of any Product in any country after the Payment Term for such Product in such country has expired.
Net Sales Payments. JPI shall pay Arcturus each of the following one-time, non-refundable, non-creditable milestone payments upon the first achievement of the applicable milestone event. Each such milestone payment shall be payable only one time for HBV and if the Option is exercised pursuant to Section 4.2, one time for each of the Option Disease Areas (as applicable), regardless of how many times the relevant milestone event may be achieved. Milestone Event Payment First Calendar Year in which annual aggregate Net Sales of all Licensed Products, on a Research Program-by-Research Program basis, equal or exceed $[…***…] $[…***…]* First Calendar Year in which annual aggregate Net Sales of all Licensed Products, on a Research Program-by-Research Program basis, equal or exceed $[…***…] $[…***…]
Net Sales Payments. (i) Subject to Sections 1.13(c)(ii) and 1.13(c)(iii) below, Parent shall pay, or cause to be paid, to the Participating Securityholders payments on the sum of (A) aggregate Net Sales of ONC-201 Products by the Selling Parties in the OXX-000 Xxxxxxxxx and (B) aggregate Net Sales of ONC-206 Products by the Selling Parties in the ONC-206 Territory, in each case ((A) and (B)), in each Calendar Year (such sum, “Aggregate Annual Combined Net Sales”), at the applicable incremental rates set forth below (such payments, the “Net Sales Payments” and together with the Milestone Payments and the Voucher Payments, the “Contingent Payments”).
Net Sales Payments. Purchaser will pay to Seller net sales payments (the “Net Sales Payments”) on a Royalty Product-by-Royalty Product basis during the applicable Net Sales Payment Term at the rates (“Net Sales Payment Rates”) set forth in Table 3 below for Products and at [**]% of the Net Sales Payment Rates set forth in Table 3 below for Reduced Payment Products. Table 3 No. Annual Worldwide Net Sales of a Product Net Sales Payment Rate for Products
Net Sales Payments. In further consideration of the rights granted to Licensee hereunder, and in addition to all other amounts payable pursuant to this Agreement, Licensee shall make Net Sales Payments to Taurus, on a Product-by-Product basis, on a calendar quarterly basis, in an amount equal to 3% of worldwide Net Sales (regardless of whether such Net Sales, or any portion thereof, are attributable to the Scripps License – although, for the avoidance of doubt, Taurus shall be responsible for all payments required to be made under the Scripps License).
Net Sales Payments. Subject to the terms of Section 3.5 and Section 3.6 below, Buyer shall pay to Sellers up to twenty percent (20%) of the Net Sales of Product as set forth in Schedule 3.4 (each such payment, a “Net Sales Royalty Payment” and such payments, cumulatively, the “Net Sales Royalty”) until the Net Sales Royalty Payments cumulatively total ***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. One Hundred Million Dollars ($100,000,000), during the period commencing on the Closing Date and continuing thereafter (the “Net Sales Term”).
Net Sales Payments. (i) As further consideration under this Agreement, Purchaser shall pay to Seller contingent consideration based on Net Sales (as adjusted pursuant to Section 2.13(a)(ii), the “Earn-Out Payment”) equal to (A) five percent (5%) of the Net Sales of TIBSOVO during each Net Sales Measurement Period and (B) fifteen percent (15%) of Net Sales of Vorasidenib during each Net Sales Measurement Period. For clarity, the Earn-Out Payments shall be payable with respect to each Earn-Out Product solely during the applicable Net Sales Term.
