Tail Payments Sample Clauses

Tail Payments. Except as otherwise provided in this Section 4.2, GSK shall be entitled to receive the following additional payments from Auxilium (each a “Tail Payment,” and together the “Tail Payments”): (a) in the event there is [**] of this Agreement, (i) for each of the [**] periods following the Expiration Date, the lesser of (1) [**] percent ([**]%) of [**] for such [**] period and (2) [**] ([**]%) of the [**] with respect to [**], and (ii) for each of the [**] periods following the Expiration Date, the lesser of (1) [**] percent ([**]%) of the [**] for such [**] period and (2) [**] ([**]%) of the [**] with respect to [**]; or (b) in the event this Agreement is terminated (1) [**] pursuant to Section [**] at any time, (2) by [**] pursuant to [**] after the [**] or (3) by [**] after the [**] due to [**] (the “Early Termination Date”), then for each of the [**] periods following the Early Termination Date, the lesser of (x) [**] percent ([**]%) of the [**] for such [**] period and (y) [**] percent ([**]%) of the [**] with respect to [**]; provided, however that, no Tail Payment shall be owed to GSK if [**] terminates this Agreement at any time pursuant to Section [**] as the result of [**]. Unless specifically required under Section 4.2(a) or 4.2(b), no Tail Payment shall be owed by Auxilium under this Agreement. Notwithstanding any other provision of this Section 4.2, Auxilium shall not be obligated to pay any Tail Payment with respect to any period after the date, if any, on which GSK first promotes, markets, or sells [**]. The amount of such Tail Payment shall be determined and paid on a quarterly basis. Subject to Auxilium’s receipt of a written invoice from GSK, all Tail Payments required to be paid by Auxilium shall be paid by Auxilium by the later of (a) sixty (60) days following the end of each calendar quarter and (b) fifteen (15) days after GSK has submitted a written invoice to Auxilium.
Sample 1
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Tail Payments. Following the Term, except as set forth in Section 8.4, Zogenix shall pay Astellas the following payments based on Astellas Net Sales during the last full twelve (12) months of Astellas Minimum Sales Effort (such period, the “Final Astellas Promotional Period;” each such payment, a “Tail Payment”): (a) On the [***] of the last day of the Final Astellas Promotional Period, an amount equal to [***] of the Astellas Net Sales during the Final Astellas Promotional Period; and (b) On the [***] of the last day of the Final Astellas Promotional Period, an amount equal to [***] of the Astellas Net Sales during the Final Astellas Promotional Period.
Sample 1
Tail Payments. Upon expiration of the Term pursuant to Section 14.1 (Term) Amgen will make a tail payment to GSK in each of the two (2) years of the Tail Period (i.e., 2023 and 2024) (each, a “Tail Payment”). Such Tail Payments will be calculated as follows: 14.11.1. No later than Xxxxx 0, 0000, Xxxxx will pay GSK a Tail Payment in an amount equal to forty percent (40%) of Ivory Net Revenues for 2023 multiplied by the GSK 2022 Profit Share. 14.11.2. No later than Xxxxx 0, 0000, Xxxxx will pay GSK a Tail Payment in an amount equal to thirty percent (30%) of Ivory Net Revenues for 2024 multiplied by the GSK 2022 Profit Share.
Sample 1
Tail Payments. Upon expiration of the Term pursuant to Section 14.1 (Term) Amgen will make a tail payment to GSK in each of the two (2) years of the Tail Period (i.e., 2023 and 2024) (each, a “Tail Payment”). Such Tail Payments will be calculated as follows: 14.11.1. No later than Xxxxx 0, 0000, Xxxxx will pay GSK a Tail Payment in an amount equal to [*]. 14.11.2. No later than Xxxxx 0, 0000, Xxxxx will pay GSK a Tail Payment in an amount equal to [*]. 14.11.3. “[*]” means [*] of that percentage that is determined by dividing an amount equal to [*] by [*]. If the [*] equals zero (0) or a negative number, then GSK will not be entitled any Tail Payments pursuant to this Section 14.11 (Tail Payment). 14.11.4. An example of the calculation of the payment to be made pursuant to this Section 14.11 (Tail Payment) is set forth on the Tail Payment Schedule. The provisions of Article 7 will apply to the Tail Payments.
Sample 1
Tail Payments. Section 7.8 of the Agreement is amended by deleting such Section in its entirety and substituting the following in lieu thereof:
Sample 1
Tail Payments. Following the Term, Zogenix shall pay Astellas the following payments based on Astellas Net Sales during the last full twelve (12) months ending March 31, 2012 (such period, the “Final Astellas Promotional Period;” each such payment, a “Tail Payment”): *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (a) On July [***] 2013, an amount equal to [***] ([***]%) of the Astellas Net Sales during the Final Astellas Promotional Period; and (b) On July [***] 2014, an amount equal to [***] ([***]%) of the Astellas Net Sales during the Final Astellas Promotional Period. In the event the Tail Payment due under (a) above is not received by Astellas on or before the date upon which it is due, the Tail Payment under (b) above shall become immediately due and payable.”
Sample 1
Tail Payments. (a) Except as otherwise provided in this Section 4.2 and subject to Section 1.31(i), in the event that this Agreement is not renewed by the Parties beyond the Initial Term and this Agreement has not been terminated prior to the expiration of the Initial Term , TPNA shall be entitled to receive from Kos the following additional payments (each a "TAIL PAYMENT," and together the "TAIL PAYMENTS"): (i) an amount equal to ***** of the Tail Payment Royalty Base (the "FIRST TAIL PAYMENT") shall be paid by Kos to TPNA in four (4) equal quarterly installments due on the last day of each calendar quarter beginning March 31, 2007; (ii) an amount equal to ***** of the Tail Payment Royalty Base (the "SECOND TAIL PAYMENT") shall be paid by Kos to TPNA in four (4) equal quarterly installments due on the last day of each calendar quarter beginning March 31, 2008; and (iii) an amount equal to ***** of the Tail Payment Royalty Base (the "THIRD TAIL PAYMENT") shall be paid by Kos to TPNA in four (4) equal quarterly installments due on the last day of each calendar quarter beginning March 31, 2009. (b) In the event this Agreement is terminated by Kos pursuant to clause (vi) of Section 3.2 or by TPNA pursuant to any of clauses (i), (vii) and (viii) of Section 3.2, then the Tail Payment Royalty Base will be determined in accordance with Section 1.31(iv) and Tail Payments shall be paid by Kos in four (4) equal quarterly installments due on the last day of each calendar quarter beginning with the calendar quarter following the calendar quarter in which such termination occurs; provided that if Kos elects to terminate this Agreement pursuant to clause (vi) of Section 3.2 prior to January 1, 2006 and a Generic Entry occurs after the date of such termination, Kos shall not be obligated to pay any such Tail Payment after such Generic Entry occurs, but Kos will pay the Tail Payment due for the calendar quarter in which such Generic Entry occurs pro rated through the date of such Generic Entry. (c) In the event a Generic Entry occurs and this Agreement is terminated by Kos during the 2006 Year pursuant to clause (v) of Section 3.2, the Tail Payment Royalty Base will be determined in accordance with (A) Section 1.31(ii) if such termination occurs in the second, third or fourth calendar quarter of 2006, and (B) Section 1.31(iii) if such termination occurs in the first calendar quarter of 2006. (d) In the event that a Generic Entry occurs either (A) during the Initial Term and this Agreeme...
Sample 1
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Related to Tail Payments

  • Annual Payments The Settling Distributors shall make eighteen (18) Annual Payments, each comprised of base and incentive payments as provided in this Section IV, as well as fifty percent (50%) of the amount of any Settlement Fund Administrator costs and fees that exceed the available interest accrued in the Settlement Fund as provided in Section V.C.5, and as determined by the Settlement Fund Administrator as set forth in this Agreement. 1. All data relevant to the determination of the Annual Payment and allocations to Settling States and their Participating Subdivisions listed on Exhibit G shall be submitted to the Settlement Fund Administrator no later than sixty (60) calendar days prior to the Payment Date for each Annual Payment. The Settlement Fund Administrator shall then determine the Annual Payment, the amount to be paid to each Settling State and its Participating Subdivisions included on Exhibit G, and the amount of any Settlement Fund Administrator costs and fees, all consistent with the provisions in Exhibit L, by: a. determining, for each Settling State, the amount of base and incentive payments to which the State is entitled by applying the criteria under Section IV.D, Section IV.

  • Initial Payments An initial payment of Zero ($ 0.00 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner’s account in the final invoice.

  • Company Payments (i) the Company shall pay to Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to $5,000,000 (the "COMPANY TERMINATION FEE") if this Agreement is terminated by Parent pursuant to Section 7.1(h). (ii) the Company shall pay Parent in immediately available funds, within two (2) business days after demand by Parent, an amount equal to the Company Termination Fee, if this Agreement is terminated by Parent or the Company, as applicable, pursuant to Section 7.1(b) or Section 7.1(d) as a result of the Company's failure to obtain the required approvals of the stockholders of the Company and any of the following shall occur: (1) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period (as defined below) a Company Acquisition (as defined below) is consummated; or (2) if following the date hereof and prior to the termination of this Agreement, a third party has publicly announced (and not publicly and irrevocably withdrawn) a Company Acquisition Offer and within the Applicable Period the Company enters into an agreement or letter of intent providing for a Company Acquisition. (iii) the Company acknowledges that the agreements contained in this Section 7.3(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent would not enter into this Agreement; accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to this Section 7.3(b) and, in order to obtain such payment, Parent commences a lawsuit that results in a judgment against the Company for the amounts set forth in this Section 7.3(b), the Company shall pay to Parent its reasonable costs and expenses (including reasonable attorneys' fees and expenses) in connection with such lawsuit, together with interest on the amounts set forth in this Section 7.3(b) at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made. Payment of the fees described in this Section 7.3(b) shall not be in lieu of damages incurred in the event of breach of this Agreement. For the purposes of this Agreement, "COMPANY ACQUISITION" shall mean any of the following transactions (other than the transactions contemplated by this Agreement): (i) a merger, consolidation, business combination, recapitalization, or similar transaction involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the aggregate equity interests in the surviving or resulting entity of or Parent Company involved in such transaction, (ii) a sale or other disposition by the Company of all or substantially all of its assets or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company.

  • Additional Payments If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 and/or Section 409A or other substitute or similar tax assessment (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”), including the corresponding provisions of any succeeding law, with respect to any payments or benefits under Section 9 of this Agreement or Sections 7 or 8 or any other provision of this Agreement, including but not limited to this Section 12 or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, then, notwithstanding any other provisions of this Agreement, the Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after deduction of the Excise Tax imposed on all such payments and benefits and of the federal, state and local income tax and Excise Tax imposed upon payments provided for in this Section 12, shall be equal to the payments and benefits due to the Executive hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Company. Each Gross-Up Payment shall be made to Executive or as provided in Section 16 hereof, upon the later of (i) five (5) days after the date the Executive notifies the Company of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment under this section shall be computed by a nationally recognized certified public accounting firm designated jointly by the Company and the Executive. The cost of such services by the accounting firm shall be paid by the Company. If the Company and the Executive are unable to designate jointly the accounting firm, then the firm shall be the accounting firm used by the Company immediately prior to the Change in Control.

  • Optional Payments Subject to Section 3.04, the Company may, at any time or from time to time, upon at least three Business Day’s written notice to the Administrative Agent, ratably prepay Loans in whole or in part, in amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof. Such notice of prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Base Rate Loans, or Offshore Rate Loans, or any combination thereof. Such notice shall not thereafter be revocable by the Company and the Administrative Agent will promptly notify each Bank thereof and of such Bank’s Commitment Percentage of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 3.04.

  • Cash Payments Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

  • Reimbursement Payments The Department shall, to the extent funds are available, reimburse the Grantee for eligible claims presented for payment if the Department determines the requirements for reimbursement have been met. Claims under this Contract can only be made for the period this Contract is in effect. Reimbursement programs include the following: 4.3.1. Title IV-E Federal Xxxxxx Care Program (Grant “E”). In accordance with the requirements detailed in the specific grant requirements, the Department shall reimburse the Grantee under Xxxxx E the maximum federal dollar share for the following: xxxxxx care maintenance claims for eligible juvenile probation children, dir ect administrative claims, and enhanced administrative claims. Upon review and approval of supporting documentation, the Department shall reimburse the Grantee as requests for reimbursement are presented for payment provided there is sufficient Title IV-E grant award authority against which to process presented claims and providing said funds are being reimbursed to the Department by Texas Department of Family and Protective Services (TDFPS) via the interagency agreement. To be eligible for reimbursement, all costs must be reasonable, allowable, and properly allocated for support of the xxxxxx care program. A direct or enhanced administrative claim is not eligible for reimbursement if the basis of the claim has funding from any other federal source. 4.3.2. JJAEP Program (Grant "P"). Grantees eligible for reimbursements under Xxxxx X shall receive a share of the initial $1,500,000 distribution based on each Grantee's share of the total juvenile population for each school year for the current contract period. Additional funds will be distributed at a rate not to exceed $96 per eligible student attendance day for students who are required to be expelled pursuant to Chapter 37 of the Texas Education Code and who meet the Targeted Grant requirements. The Grantee will not be able to receive the additional funds until the initial amount allocated is earned at the rate of $86 per eligible student attendance day. Payments to the Grantee by the Department shall be limited to no more than 180 days of operation during each regular school year for the current contract period.

  • Special Payments Any payroll adjustment due an employee in the bargaining unit as a result of working out of class, re-computation of hours, or other reasons other than procedural errors shall be made and a supplemental check issued not later than fifteen (15) working days following notice to the payroll department.

  • Rental Payments ‌ (a) The Lessee agrees to pay rental for the Premises at a rate per year during the term of this Lease not to exceed Five Hundred Fifty Thousand Dollars ($550,000). Each such semi- annual installment, payable as hereinafter described, shall be based on the value of the Real Estate and Existing Improvements together with that portion of the New Improvements which are complete and ready for use and occupancy by the Lessee at the time such semi-annual installment is made. The first rental installment shall be due on June 30, 20 or December 31, 20 , as determined by the Lessor and the Lessee at the time the parties hereto endorse the Addendum to Lease in the form attached hereto as Exhibit B. Thereafter, such rental shall be payable in advance in semi-annual installments on June 30 and December 31 of each year. The last semi-annual rental payment due before the expiration of this Lease shall be adjusted to provide for rental at the yearly rate so specified from the date such installment is due to the date of the expiration of this Lease. All rentals payable under the terms of this Lease shall be paid by the Lessee to the trustee (the “Trustee”) under the trust indenture (the “Indenture”) securing the bonds to be issued by the Lessor to provide funds for the project on the Premises (such bonds, or bonds issued to refund such bonds, the “Bonds”). All payments so made by the Lessee shall be considered as payments to the Lessor of the rentals payable hereunder. (b) After the sale of the Bonds, the annual rental shall be reduced to an amount sufficient to pay principal and interest due in each twelve (12) month period commencing each year on January 15, payable in semi-annual installments, rounded to the next One Thousand Dollars, ($1,000) plus Five Thousand Dollars ($5,000). In addition, each such reduced semi- annual installment shall be based on the value of the Real Estate and the Existing Improvements together with that portion of the New Improvements which are complete and ready for use and occupancy by the Lessee at the time such semi-annual installment is made. Such amount of adjusted rental shall be endorsed on this Lease at the end hereof in the form of Exhibit B attached hereto by the parties hereto as soon as the same can be done after the sale of the Bonds, and such endorsement shall be recorded as an addendum to this Lease. (c) The fixed annual rentals described in this Section 2 (the “Fixed Annual Rentals”) and the additional rentals described in Section 3 (the “Additional Rentals”) shall be payable solely from the revenues of the tax levied by the Lessee pursuant to the Indiana Code § 36-1-10- 17 (the “Tax Revenues”). The Lessee may pay the Fixed Annual Rentals and the Additional Rentals or any other amounts due hereunder from any other revenues legally available to the Lessee; provided, however, the Lessee shall be under no obligation to pay any Fixed Annual Rentals or Additional Rentals or any other amounts due hereunder from any moneys or properties of the Lessee except the Tax Revenues received by the Lessee.

  • CP Costs Payments On each Settlement Date, Seller shall pay to Agent (for the benefit of the Conduits) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the outstanding Capital of each of the Conduits for the related Settlement Period in accordance with Article II.

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