Product Milestones Sample Clauses

Product Milestones. (a) Pharmacyclics will pay to Celera payments as set forth in this Section 6.3 within thirty (30) days after (i) under Section 6.3(b) and 6.3(c), Pharmacyclics' receipt of upfront and milestone payments from one or more Third Parties upon the grant by Pharmacyclics of a sublicense to such Third Party under the Celera Technology and the Celera Patents to make, use, offer to sell, sell and import any Assigned Product which is an [***], and (ii) under Section 6.3(d), the first achievement of the corresponding milestone for an Assigned Product which is an [***] or which is a [***]. Such payments shall be made in Dollars by wire transfer of immediately available funds into an account designated by Celera. No achievement milestone payment will be payable more than once, no matter how many times such milestone is achieved by a single Assigned Product or by multiple Assigned Products in each of the [***] category or the [***] category. Such payments will be nonrefundable and non-creditable against Royalties payable pursuant to Sections 6.4, and any other fees, milestone payments or other payments due Celera under this Agreement. (b) Subject to the terms and conditions of this Agreement, in the event that Pharmacyclics, within [***] of the Amendment Date, grants a sublicense to one or more Third Parties under the Celera Technology and the Celera Patents to make, use, offer to sell, sell and import any Assigned Product which is an [***], Pharmacyclics will pay to Celera the first [***] Dollars ($[***]) received by Pharmacyclics as upfront and milestone payments from such Third Parties. For purposes of this Section 6.3(b) and Section 6.3(c), the term "upfront and milestone payments" does not include amounts reasonably and fairly attributable to bona fide (i) debt financing, (ii) sale of equity in Pharmacyclics, (iii) reimbursement for the cost and expense of research, development and clinical services incurred by Pharmacyclics after the effective date of such sublicense and attributable to [***], or (iv) reimbursement of patent filing, prosecution and maintenance expenses incurred by Pharmacyclics and attributable to [***]. (c) Subject to the terms and conditions of this Agreement, in the event that Pharmacyclics, at any time subsequent to [***] after the Amendment Date, grants a sublicense to one or more Third Parties under the Celera Technology and the Celera Patents to make, use, offer to sell, sell and import any Assigned Product which is an [***], Pharmacyclics ...
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Product Milestones. Virobay will pay to Celera one-time milestone payments as set forth in this Section 6.3 within [* * *] days after the first achievement of the corresponding milestone for the first Assigned Product or Combination Product to reach such milestone by Virobay, its Affiliates or Licensees. Such payment will be made in Dollars by wire transfer of immediately available funds into an account designated by Celera. No milestone payment will be payable more than once, no matter how many times achieved by a single Assigned Product or multiple Assigned Products or Combination Products. Such milestone payments will be nonrefundable and non-creditable against Royalties payable pursuant to Sections 6.4 and 6.6, and any other fees, milestone payments or other payments due Celera under this Agreement.
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Product Milestones. Pharmacyclics will pay to Celera milestone payments as set forth in this Section 6.3 within thirty (30) days after the first achievement of the corresponding milestone for an Assigned Product which is an [***] or which is a [***]. Such payments shall be made in Dollars by wire transfer of immediately available funds into an account designated by Celera. No milestone payment will be payable more than once, no matter how many times achieved by a single Assigned Product or by multiple Assigned Products in each of such two product categories. Such milestone payments will be nonrefundable and non-creditable against Royalties payable pursuant to Sections 6.4, and any other fees, milestone payments or other payments due Celera under this Agreement. 1. [***] $ [***] $ [***]
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Product Milestones. Adaptimmune shall pay the following product milestone payments on the first Product to achieve each of the following milestones (“Product Milestones”): (1) US$*** (2) US$*** (3) US$***
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Product Milestones. Virobay will pay to Celera one-time milestone payments as set forth in this Section 6.2 within [* * *] days after the first achievement of the corresponding milestone for the first Assigned Product to reach such milestone by Virobay, its Affiliates or Licensees. Such payment will be made in Dollars by wire transfer of immediately available funds into an account designated by Celera. No milestone payment will be payable more than once, no matter how many times achieved by a single Assigned Product or multiple Assigned Products; for example, if the first [* * *], and the fee of $[* * *] has been paid, but such [* * *], and a second [* * *], no milestone shall be due upon [* * *], but shall be due and owing upon [* * *]. Such milestone payments will be nonrefundable and non-creditable against Royalties payable pursuant to Sections 6.3 and 6.5, and any other fees, milestone payments or other payments due Celera under this Agreement. 1. [* * *] $ [* * * ] 2. [* * *] $ [* * * ] 3. [* * *] $ [* * * ] 4. [* * *] $ [* * * ] 5. [* * *] $ [* * * ] 6. [* * *] $ [* * * ]
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Product Milestones. (a) InterMune shall pay to Amgen milestone payments as set forth in this Section 6.3(a) within [*] days after the first achievement of the corresponding milestone for a PEG-Infergen Product that is pegylated [*] (an "Amgen PEG-Infergen Product") that is [*] to be [*]. No milestone payment shall be payable more than once, no matter how many times achieved by a single [*] or multiple [*] Such milestone payments shall be nonrefundable and noncreditable against royalties payable pursuant to Sections 6.4 and 6.7, and any other fees, milestone payments or other payments due Amgen under this Agreement. 1. [*] [*] 2. [*] [*] 3. [*] [*] 4. [*] [*] 5. [*] [*] Total [*] (b) InterMune shall pay to Amgen milestone payments as set forth in this Section 6.3(b) within [*] days after the first achievement of the corresponding milestone for an Amgen PEG-Infergen Product [*] No milestone payment shall be payable more than once, no matter how many times achieved by a single [*] or multiple [*] Such milestone payments shall be nonrefundable and noncreditable against Royalties payable pursuant to Sections 6.4 and 6.7, and any other fees, milestone payments or other payments due Amgen under this Agreement. 1. [*] [*] 2. [*] [*] 3. [*] [*] 4. [*] [*] 5. [*] [*] Total [*] (c) [*] Milestone Payments. If any Milestone Event [ * ] to Amgen hereunder of any previously listed Milestone Payment described in Sections 6.3(a) or (b), respectively, with respect to such Licensed Product, then [*] all previously listed Milestone Payments described in Sections 6.3(a) or (b) with respect to such Licensed Product [*]
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Product Milestones. (a) During the period commencing on the date hereof and ending upon the earliest of (a) the execution of a stock purchase agreement between the Parties and relating to the Micrologix Shares, substantially in the form of that attached hereto as Exhibit 3.2; and (b) the termination of this Agreement and (c) 15th February 2004, the Parties shall immediately and expeditiously, with diligence and in good faith, negotiate the said stock purchase agreement on the basis of the form attached hereto as Exhibit 3.2 (the “Stock Purchase Agreement”). The Parties acknowledge and agree that, if the Parties cannot agree to the terms of and do not execute the Stock Purchase Agreement for any reason whatsoever, the term “Stock Purchase Agreement” where referenced herein shall be disregarded and Micrologix may elect to either terminate this Agreement pursuant to Article 6.1 or make the Milestone Payments in cash, which shall be its sole and exclusive remedy.” (b) Pursuant to the Stock Purchase Agreement on or before 30 days after the occurrence or achievement of each milestone described in this Article 3.3 (a “Milestone”) (the date of the occurrence or achievement of such Milestone is sometimes referred to herein as a “Milestone Date”), Licensee shall pay to Licensor in cash the appropriate dollar amount corresponding to the applicable Milestone as set forth below (each, a “Milestone Payment”) unless Licensee, to the extent allowed by applicable law, shall have previously made such Milestone Payment to Licensor through the conversion of the applicable number of Micrologix Shares having a value equal to such Milestone Payment as of the applicable Milestone Date: (i) [XXXX]; (ii) [XXXX]; and (iii) [XXXX]. 220904/1543/九97
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Product Milestones. Buyer shall make the payments described in Table 2 below (each, a “Product Milestone Payment”), following first achievement or first occurrence of the corresponding event with respect to LNP Products developed by the Company or Buyer, its Affiliates or a Rights Transferee or any Affiliate thereof (each a “Product Milestone Event”) described in the row to the left of such payment in Table 2. 1. [**] $[**]
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Related to Product Milestones

  • 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).

  • Project/Milestones Taxpayer provides refrigerated warehousing and logistic distribution services to clients throughout the United States. In consideration for the Credit, Taxpayer agrees to invest in a new refrigeration and distribution facility in the XxXxxxxxx Park area of Sacramento, California, and hire full-time employees (collectively, the “Project”). Further, Taxpayer agrees to satisfy the milestones as described in Exhibit A (“Milestones”) and must maintain Milestones for a minimum of three (3) taxable years thereafter. In the event Taxpayer employs more than the number of full-time employees, determined on an annual full-time equivalent basis, than required in Exhibit A, for purposes of satisfying the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” Taxpayer may use the salaries of any of the full-time employees hired within the required time period. For purposes of calculating the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” the salary of any full-time employee that is not employed by Taxpayer for the entire taxable year shall be annualized. In addition, the salary of any full-time employee hired to fill a vacated position in which a full-time employee was employed during Taxpayer’s Base Year shall be disregarded.

  • 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.

  • 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.

  • 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 [***] [***]

  • Targets and Milestones You may choose to develop specific additional targets and milestones which assess your performance in ITT over time – particularly if ITT trainees make up a significant proportion of your overall student body. Alternatively, you may have targets and milestones in your existing 2012-13 access agreement which you now also wish to apply to undergraduate and/or postgraduate ITT trainees. These targets may be statistical – based on how representative your entrants are and/or your retention performance – and might include annual or interim milestones to help you monitor whether you are making progress. You may wish to include criteria around the numbers of trainees in receipt of a full or partial maintenance grant, as financial data will need to be collected to determine bursary support and the data will also be accessible through the Student Loans Company for HEBSS subscribers. You may also wish to consider the TDA guidance at Annex C which gives information on specific groups that are underrepresented in the teaching profession.

  • Milestones Subject to the provisions of the SGIP, the Parties shall agree on milestones for which each Party is responsible and list them in Attachment 4 of this Agreement. A Party’s obligations under this provision may be extended by agreement. If a Party anticipates that it will be unable to meet a milestone for any reason other than a Force Majeure event, it shall immediately notify the other Parties of the reason(s) for not meeting the milestone and (1) propose the earliest reasonable alternate date by which it can attain this and future milestones, and (2) requesting appropriate amendments to Attachment 4. The Party affected by the failure to meet a milestone shall not unreasonably withhold agreement to such an amendment unless it will suffer significant uncompensated economic or operational harm from the delay, (1) attainment of the same milestone has previously been delayed, or (2) it has reason to believe that the delay in meeting the milestone is intentional or unwarranted notwithstanding the circumstances explained by the Party proposing the amendment.

  • SCHEDULE AND MILESTONES The Parties shall execute one (1) Annex concurrently with this Umbrella Agreement. The initial Annex and any subsequent Annexes will be performed on the schedule and in accordance with the milestones set forth in each respective Annex.

  • 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.

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