Other Milestones Clause Samples
The "Other Milestones" clause defines additional project benchmarks or deliverables that must be achieved beyond the primary milestones already specified in the agreement. It typically outlines specific tasks, deadlines, or performance criteria that are important to the project's progress, such as interim reports, prototype submissions, or regulatory approvals. By clearly identifying these supplementary milestones, the clause ensures that both parties have a shared understanding of all critical steps required for successful project completion, thereby reducing ambiguity and helping to manage expectations and accountability throughout the project lifecycle.
Other Milestones. (i) if on or before the Back-End Date, Parent (A) receives funding of at least twenty million dollars ($20,000,000) from a Governmental Entity for development of ACER-2820 for the treatment of any indication or indications (the “ACER-2820 Development Funding”) and, within three (3) years of the date of the ACER-2820 Development Funding, Parent or its Affiliate either (x) grants a license to a third party under the intellectual property assets owned by Target relating to ACER-2820 (including U.S. Pat. Pub. No. 2022/0177469, any patent issuing from such application and any subsequently filed patent application claiming priority to such patent application) (the “ACER-2820 IP Assets”) for purposes of developing and commercializing ACER-2820 or (y) sells such ACER-2820 IP Assets to a third party or (B) Parent or its Affiliate obtains FDA Approval for use of ACER-2820 for treatment of any indication, then a Milestone Payment equal to the greater of (x) 10% of the total cash consideration paid to the Parent or its Affiliate for the license or sale of the ACER-2820 IP Assets or (y) $5,000,000 shall be payable in respect of such Milestone.
(ii) if, on or before the Back-End Date, the FDA issues a priority review voucher to Parent or its Affiliate under 21 U.S.C. Section 360bbb-4a in respect of FDA Approval of an NDA filed by Parent or its Affiliate for approval of ACER-2820 (an “ACER-2820 Material Threat Countermeasure PRV”), and Parent or its Affiliate thereafter sells such ACER-2820 Material Threat Countermeasure PRV prior to the Back-End Date, then a Milestone Payment equal to twenty-five percent (25%) of the total cash consideration paid to the Parent for such ACER-2820 Material Threat Countermeasure PRV shall be payable in respect of such Milestone. The Milestone Payment due upon achievement of each of the Milestones described in this Section 4.2(c) shall be paid within sixty (60) days following the date of the achievement of the corresponding Milestone by or on behalf of Parent or its Affiliates.
Other Milestones. (Comment on the status of the remaining milestones currently being worked on by the project team)
Other Milestones. OV shall further pay to LP the minimum of either (i) [***] percent ([***]%) of any milestone payments OV receives from a Program Acquirer for clinical development events other than events under Section 6.2(a)-(c) above (the Clinical Development Events), or (ii) a one-time payment of [***] U.S dollars ($[***]), whichever is higher. In the event of an Opt-In by LP, such additional payments under this subsection (g) shall increase to either (I) [***] percent ([***]%) of any clinical development milestone payments OV receives from a Program Acquirer for clinical development events other than events under Section 6.2(a)-(c) above (the Clinical Development Events), or (II) a one-time payment [***] of U.S dollars ($[***]), whichever is higher.
Other Milestones. The parties shall negotiate in good faith the commercially reasonable financial terms pertaining to payments for achievement of development milestones relating to Royalty-Bearing Products based on compounds resulting from the screening described in Section 4.1.6 or for uses of a Royalty-Bearing Product within the Field for purposes other than as a human therapeutic or prophylactic for *****, which terms shall be set forth in a separate agreement.
Other Milestones. Within forty five (45) days of achievement of each of the Other Milestone Events below, subject to the next sentence set forth in this Section 3.4, Retrophin will make the cash payment to Asklepion as set forth opposite the applicable Other Milestone Event. The payments set forth in this Section 3.4 will only be made in the event that […***…]. In the event a L-UDCA Product […***…], no further payments will be made under this Section 3.4. […***…] […***…] […***…] […***…] […***…] […***…]
Other Milestones. In the event that Parent or Surviving Company enters into or closes one or more Partnership Agreements with respect to the TAM Program (each, a “TAM Partnership”) within eighteen (18) months after the Closing, or in the event that Parent or Surviving Company enters into or closes one or more TAM Partnerships within the six (6) months immediately thereafter with a third party with whom Parent or the Surviving Company was in negotiations or discussions during the initial eighteen (18) month period, then the Stockholders shall receive a payment equal to fifty percent (50%) of any Upfront Payments received by Parent or its Affiliates under the terms of each TAM Partnership; provided, however, that any such payments shall not exceed $10.0 million in the aggregate. For the avoidance of doubt, each Milestone may be achieved only once and each Milestone Payment may be paid only one time, if at all. In addition, the first Milestone Payment to be paid (x) shall be accompanied by payment of the Closing Shortfall, if any, and (y) shall be reduced by Two Million Five Hundred Thousand Dollars ($2,500,000).
Other Milestones. 2.1 Without prejudice to the Outline Implementation Plan, the Contractor shall comply with all other timescales set out in the Call-Off Terms including the following:
2.1.1 draft proforma invoice to be developed within ten (10) Working Days after the Effective Date (Schedule 7.1 (Invoicing));
2.1.2 (if requested by the Customer Authority) Detailed Implementation Plan developed within three (3) months of the Effective Date (Clause 3..2 of the Call-Off Terms);
2.1.3 (if applicable) Test Strategy to be developed within twenty (20) Working Days after the Effective Date (Paragraph 4.1 of Schedule 6.2 (Testing Procedures));
2.1.4 (if applicable) Test Plans developed within thirty (30) Working Days after the Effective Date (Paragraph 5.1 of Schedule 6.2 (Testing Procedures));
2.1.5 (if applicable) Test Specification developed within ten (10) Working Days prior to start of Testing (Paragraph 6.1 of Schedule 4.2 (Testing Procedures)); and
2.1.6 Exit Plan developed and Exit Manager appointed within three (3) months after the Effective Date (Schedule 8.5 (Exit Management)),
Other Milestones. The Loan Parties shall, and shall cause each of their Subsidiaries to:
(a) as promptly as practicable, launch a strategic alternatives review process to assess the Loan Parties balance sheet options, including, without limitation, a sale of certain assets or operations, refinancing alternatives and other strategic options, and provide Agent with ongoing updates, including copies of any and all reports with respect thereto, delivered to any Term Loan Lender or Corre Credit Fund, LLC or any of its Affiliates;
(b) by December 1, 2021, Borrowers shall deliver to Agent and Agent’s legal and financial advisors a preliminary analysis detailing the liquidity profile, budget and cash needs of the Loan Parties and their Subsidiaries, for the quarter ending March 31, 2022, in form and having a level of detail reasonably acceptable to the Agent;
(c) as soon as reasonably practicable, and by no later than December 8, 2021, an advisor fee forecast specifying the material terms of the fee letters for advisors to each of the Term Loan Agent and Corre Partners Management, LLC;
(d) on or before December 17 2021, and on the Friday of each two week period thereafter, deliver to Agent for distribution to the Lenders, a written update, in form and substance satisfactory to Agent in its Permitted Discretion, which shall include copies of any applicable term letters, commitment letters and loan documentation, of Borrower Agent’s efforts to refinance all of the Obligations on or before February 15, 2022;
(e) on or before March 9, 2022, Borrowers shall update the desktop quality of earnings report dated December 17, 2020 in a manner that is reasonably satisfactory to Agent (and at the sole cost of Borrowers); provided, that each of the foregoing dates may be extended with the written consent of Agent, in its sole discretion (which consent may be by e-mail from counsel to Agent).
7.18 <[Reserved]>
Other Milestones. 46 (f) ADDITIONAL COSTS RELATING TO CLINICAL MATTERS............................49 7. ROYALTIES; SHARING OF PROCEEDS....................................................49 (a) VACCINE PRODUCT AND NEW DC THERAPY PRODUCT ROYALTIES FOR THE BC FIELD, CP FIELD, OC FIELD AND CC FIELD..........................................49 (b) VACCINE PRODUCT AND NEW DC THERAPY PRODUCT ROYALTIES FOR THE TB FIELD, CP FIELD AND CT FIELD....................................................51
Other Milestones. Biogen Idec will also pay to Alnylam the amounts set forth below no later than [**] days after the earliest date on which the corresponding milestone event has first been achieved with respect to a Selected RNAi Therapeutic. For clarity, in the event that a milestone event that was already achieved with respect to the Development Candidate is achieved with respect to the Back-Up Candidate, or vice versa, then no additional milestone payment shall be due with respect to the second achievement of the applicable milestone event. Payment Milestone Event (in U.S. Dollars) --------------- ----------------- Initiation of IND-Enabling GLP Toxicology Studies $[**] Upon the first IND becoming an Active IND $[**] Clinical Proof of Concept $[**] Established Utilization or Regulatory Approval, whichever occurs first, in the first Major Market(1) $[**] Established Utilization or Regulatory Approval, whichever occurs first, in the second Major Market(1)* $[**] Treatment of the 100th patient $[**]
(1) For purposes of determining achievement of these milestones only, Established Utilization shall be determined on a Major Market by Major Market basis (for example, for such purpose, the number of patients referred to in clause (a) of Section 1.38 shall be determined based on the number of such patients in a particular Major Market).