Revenue Targets. The revenue targets that Licensee must meet to retain the exclusive rights set forth in Section 2.1 are set forth in Section A of Appendix 2, attached hereto (“Revenue Targets”). If Licensee fails to achieve any such Revenue Targets Licensor may convert the exclusive license in Section 2.1 to a non-exclusive license upon written notice to Licensee, which conversion shall be effective on the date specified for such conversion in the notice. Conversion of the exclusive license to a non-exclusive license shall be Licensor’s sole remedy for Licensee’s failure to meet such Revenue Targets under this Section 2.5. The Parties shall review the foregoing performance milestones by no later than [***] and shall discuss in good faith any requested adjustments requested by either Party based on such review. If the Parties do not agree on any adjustments during such review, the then-current performance milestones shall remain in effect.
Revenue Targets. The Company shall establish an adjustment escrow account (the “Adjustment Account”) in its name in which the Company shall deposit 2,353,518 shares of Common Stock to be issued to the Purchasers, along with each other purchaser of Series B Convertible Preferred Stock in an Additional Series B Financing (collectively, the “Series B Purchasers”), as adjustment shares (the “Adjustment Shares”) with respect to the Company’s audited earnings after taxes. The Adjustment Account shall be managed by a third party law firm acting as escrow agent for such purpose. In the event that (A) the Company’s earnings after taxes for its 2006 fiscal year is less than $5,795,000 or (B) (i) if, by the end of its 2007 fiscal year the Company has raised not less than $20,000,000 through the exercise of warrants or through an equity or debt offering (the “Capital Condition”), the Company’s earnings after taxes for its 2007 fiscal year is less than $9,120,000 or (ii) if the Capital Condition has not been met, the Company’s earnings after taxes for its 2007 fiscal year is less than $7,900,000, the Company shall issue or cause to be issued from the Adjustment Account in each instance 1,176,756 Adjustment Shares; provided, however, that if by the end of its 2007 fiscal year the Company has met the Capital Condition by procuring not less then $20,000,000 in debt financing, the Company shall issue or cause to be issued one-half of the Adjustment Shares that would otherwise be due. The Adjustment Shares shall be issued to the Series B Purchasers in proportion to their purchases of the Preferred Shares promptly following public disclosure that such revenue target has not been achieved. In addition, if the Company shall determine to proceed with the preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than a registration statement on Form X-0, X-0 or other limited purpose form), then the Company will cause all Adjustment Shares issued pursuant to this Section 3.21 to be included in such registration statement, all to the extent requisite to permit the resale by the Series B Purchasers of such Adjustment Shares.”
A. The parties agree that Schedule 3.8 to the Stock Purchase Agreement is amended to read in its entirety as follows:
Revenue Targets. In the event that, on any of the third Anniversary Date, fourth Anniversary Date or fifth Anniversary Date, the Itau Revenue Percentage is less than the Target Revenue Percentage for that Anniversary Date (as set forth in the table below), then Itau shall make a Reference Payment to AOLB in accordance with the procedures of Article 8 of the SMA (but not based on the amounts set forth in the SMA). As of the MOA Effective Date, the "Reference Payment" for the third, fourth and fifth Anniversary Dates shall be calculated using the following formula: Reference Payment = MRP x (Target Revenue Percentage - Itau Revenue Percentage) ----------------------------------------- Target Revenue Percentage Where:
Revenue Targets. The table set forth in Section 1(a) is deleted and replaced with the following:
1. [*] [*]
2. [*] [*]
3. [*] [*]
4. [*] [*]
5. [*] [*]
6. [*] [*]
7. [*] [*]
8. [*] [*]
9. [*] [*]
10. [*] [*] Total [*] [*]
Revenue Targets. The parties agree that in order for HM to maintain its limited exclusive license, it shall meet or exceed the revenue targets contained on Exhibit B hereto ("Annual Revenue Targets") and incorporated by reference herein. In the event that HM does not meet Annual Revenue Target, Neuralstem shall have 15 days in which to notify HM that the exclusivity of its license is revoked. Then and in that event, HM shall continue to have a non exclusive license to provide the same services and products, for the same scope of work, as contained in this license, for the remainder of the term. In the event that Neuralstem does NOT so notify HM, the exclusivity shall continue and the next annual target year shall be assessed independently, not cumulatively.
Revenue Targets. (a) Subject to Section 1(b), the Revenue Targets for each Revenue Period are as follows: 1. U.S.$6 million December 31, 2001 2. U.S.$7.2 million March 31, 2002 3. U.S.$7.2 million June 30, 2002 4. U.S.$7.2 million September 30, 2002 5. U.S.$7.2 million December 31, 2002 6. U.S.$7.2 million March 31, 2003 7. U.S.$7.5 million June 30, 2003 8. U.S.$7.5 million September 30, 2003 9. U.S.$7.5 million December 31, 2003 10. U.S.$7.5 million March 31, 2004 Total U.S.$72 million
(b) Notwithstanding the foregoing, the Revenue Target(s) applicable to (i) the Revenue Period during which any of the following events or circumstances occurs and (ii) any succeeding Revenue Period(s) shall be reduced to zero, and SBEC shall have no Shortfall Payment obligations or other liabilities hereunder with respect to such Revenue Targets:
(i) if either Ariba, Inc. (“Ariba”) or the Company (except, in the case of the Company, while a Control Shift (as defined in the First Amended and Restated Shareholders Agreement by and among Softbank Corp., SBEC, Ariba and the Company (“Shareholders Agreement”)) is in effect) has elected to terminate the Distribution Agreement between them dated December 10, 2001 in accordance with the terms thereof (the “Distribution Agreement”), or
(ii) if the Company is dissolved, liquidated, or declared bankrupt or a filing for voluntary or involuntary bankruptcy, civil rehabilitation or for the application of other similar insolvency or rehabilitation procedures is made by the Company.
Revenue Targets. No mandatory Annual Bonus shall be payable for the fiscal year ending December 31, 2002, irrespective of actual Company revenues. For the fiscal year ending December 31, 2003, the Revenue Target shall equal Fourteen Million Dollars ($14,000,000).
Revenue Targets. For the purposes of assisting each party to establish their respective business plans and budgets, the parties have determined estimated contracted sales targets, as outlined in Exhibit A, for each of the three years under the initial term of this Agreement. The parties acknowledge and agree that these targets are informational only and that no penalties or premiums will be due to either party from the other for any shortfalls or excess achievements against those targets.
Revenue Targets. 20 Section 3.22 Adjustments for Issuance of Additional Shares ........................................21
Revenue Targets. AltiGen and Fiserv agree to work together in good faith to establish certain mutually agreeable revenue targets and related terms and conditions. Any such targets and terms and conditions shall only be effective if set forth in a mutually agreeable amendment to this Agreement signed by AltiGen and Fiserv.
