Technology Access Fee. After the Effective Date, within [***] days after receipt of the corresponding invoice from Mersana, Merck will pay to Mersana, a one-time, non-refundable, non-creditable, upfront fee of Twelve Million Dollars ($12,000,000.00) (the “Technology Access Fee”). Payment of the Technology Access Fee shall be subject to any withholding Tax obligations set forth in Section 6.9.1.
Technology Access Fee. In consideration of the licenses and rights granted to Regado herein, Regado shall, as of the date immediately preceding the closing (the “Closing”) of the first equity financing of Regado in which Regado is assigned a pre-money valuation of not less than [***] dollars ($[***]), issue to Archemix fully-paid and non-assessable shares of common stock of Regado equal to [***] percent ([***]%) of the total number of equity shares of Regado, on a fully diluted basis, immediately prior to the issuance of shares at the Closing. Regado shall deliver written notice of the Closing to Archemix at least [***] business days prior to such Closing in accordance with the notice provisions contained in Section 14.1 of this Agreement. Archemix and Regado shall enter into such agreements relating to the issuance of the common stock as are customary under such circumstances. For the purpose of this Agreement, “fully diluted basis” shall mean the aggregate of (a) the number of shares of common stock issued and outstanding on the determination date, (b) the number of shares of common stock issuable upon exercise, exchange or conversion of all exercisable, exchangeable or convertible securities outstanding on the determination date, assuming such securities were exercised, exchanged or converted on the determination date (without regard to whether such securities are actually exercisable, exchangeable or convertible on the determination date) and (c) the number of shares of common stock issuable pursuant to any other obligation or agreement of, or right granted by, Regado, whether vested or unvested, contingent or otherwise.
Technology Access Fee. In partial consideration for the rights and licenses granted to BMS by Exelixis in Article 5, BMS to pay Exelixis [ * ] upon the Effective Date and [ * ] on the first anniversary of the Effective Date. [ * ].
Technology Access Fee. The Technology Access Fee (if any) is due according to Section 5.2.3 and 5.2.4 below. Section 3.1.3 shall apply accordingly.
Technology Access Fee. In partial consideration for the rights granted under this Agreement regarding the Compounds, SGEN shall pay PIRS a one-time, non-refundable, and non-creditable lump sum payment of [***] Dollars ($[***]) within [***] days following receipt of the corresponding invoice from PIRS after the Effective Date. For avoidance of doubt, this technology access fee shall not be [***] to SGEN even if a Compound is later is designated a CoDev Product.
Technology Access Fee. In exchange for T/R's appointment of HKIS pursuant to Section 2.1 hereof, and in part for T/R's agreement to provide the Technical Assistance pursuant to Section 3 hereof, HKIS shall pay T/R the one-time non-refundable technology access fee set forth in Schedule 1 for each print device listed therein or later added hereto by agreement of the parties. Such technology access fees shall be payable with respect to each System in two equal installments, one-half due and payable thirty (30) days from execution and delivery of this Agreement, with the remaining one-half due and payable net payable thirty (30) days from HKIS' acceptance of the production version of the System. Payment of technology access fees for Systems designed for Printers added to Schedule 1 after the effective date of the Agreement shall be payable in two equal installments, one-half due and payable net thirty (30) days from the addition of the Printer to Schedule 1, with the remaining one-half due and payable net thirty (30) days from HKIS' acceptance of the production version of the System. Technology access fees are for United States English version of the software user interface and documentation. HKIS and its parent company shall have the right to acquire access to additional language versions for the translation fees identified in Schedule 1. HKIS and its parent company shall also have the right to make such translations itself, or to have such translations made by a third party of HKIS' selection. Acceptance criteria for the production version of the System will be defined and mutually agreed to by the parties within thirty (30) days of execution of this Agreement.
Technology Access Fee. In partial consideration for Fibrocell’s appointment as an exclusive channel collaborator in the Field and the other rights granted to Fibrocell hereunder, Fibrocell shall issue to Intrexon, as an access fee for commercial license rights to the Intrexon IP granted under Section 3.1, certain equity interests in Fibrocell (each, a “Technology Access Fee”) in accordance with the terms and conditions of the Stock Issuance Agreement and the Registration Rights Agreement, each of even date herewith (collectively, the “Equity Agreements”). As set forth in the Equity Agreements, the Technology Access Fee will be that number of shares of Fibrocell common stock having a value equaling $3,293,800 (the number of shares to be calculated according to the terms of the Equity Agreements), and such shares issuance will occur contemporaneously with the execution of this Agreement and the Equity Agreements. Provided that all closing conditions for the Technology Access Fee Shares (as defined in the Equity Agreements) that are within the reasonable control of Intrexon have been satisfied or waived, the issuance of the Technology Access Fee Shares (as set forth in the Equity Agreements) is a condition subsequent to the effectiveness of this Agreement.
Technology Access Fee. In consideration of CK's development efforts prior to the Effective Date and the performance of its obligations during the Research Program, on the Closing Date, GSK shall pay to CK an initial fee of Fourteen Million U.S. Dollars (U.S. $14,000,000), which amount shall be non-refundable and non-creditable against any other amounts due CK under this Agreement.
Technology Access Fee. Arcadia shall receive from Mahyco a Technology Access Fee of […*…] upon signature of the Agreement. Arcadia hereby acknowledges, however, Mahyco’s payment of […*…] for the Technology Access Fee under the Collaborative Research and Development Agreement between the Parties dated December 21, 2007, and as such, no further amounts shall be due to Arcadia under this Section 6.1.
Technology Access Fee. In partial consideration for Soligenix’s appointment as an exclusive channel collaborator in the Field and the other rights granted to Soligenix hereunder, Soligenix shall issue to Intrexon, as an access fee for commercial license rights to the Intrexon IP granted under Section 3.1, certain equity interests in Soligenix (the “Technology Access Fee”) in accordance with the terms and conditions of the Stock Issuance Agreement of even date herewith (the “Equity Agreement”). As set forth in the Equity Agreement, the Technology Access Fee will be either (i) one and one-half million dollars ($1,500,000) in cash, or (ii) that number of shares of Soligenix common stock having a value equaling one and one-half million dollars ($1,500,000) (the number of shares to be calculated according to, or stipulated by, the terms of the Equity Agreement). Full payment of the Technology Access Fee, will occur within the timeframes set forth in the Equity Agreement. Provided that all closing conditions for the Technology Access Fee Shares (as defined in the Equity Agreement) that are within the reasonable control of Intrexon have been satisfied or waived, the payment of the Technology Access fee to Intrexon, including issuance of any Technology Access Fee Shares (as set forth in the Equity Agreement) to Intrexon, is a condition subsequent to the effectiveness of this Agreement.
