Upfront Payment and Milestone Payments Sample Clauses

Upfront Payment and Milestone Payments. As consideration for the license granted by Solvay to Jazz Pharmaceuticals hereunder, Jazz Pharmaceuticals will make the following upfront and milestone payments to Solvay: (a) Two million ($2,000,000.00) dollars to be paid as a non-refundable payment at the Time of Closing (the “Upfront Payment”); [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended. (b) Two million ($2,000,000.00) dollars within fifteen (15) days of the First Commercial Sale of LUVOX-IR, supplied by or on behalf of Solvay, by Jazz Pharmaceuticals; (c) Ten million dollars ($10,000,000.00) within thirty (30) days after receipt of FDA approval of the first indication for the LUVOX CR NDA; (d) Ten million dollars ($10,000,000.00) within thirty-nine (39) days after receipt of FDA approval of the first indication for the LUVOX CR NDA; (e) Ten million five hundred thousand dollars ($10,500,000.00) dollars on the later of (i) September 30, 2008 or (ii) the last day of the first calendar quarter following the calendar quarter in which the first commercial sale of LUVOX CR by Jazz Pharmaceuticals occurs; (f) Ten million five hundred thousand dollars ($10,500,000.00) dollars on the later of (i) December 31, 2008 or (ii) the last day of the second calendar quarter following the calendar quarter in which the first commercial sale of LUVOX CR by Jazz Pharmaceuticals occurs; (g) [ * ] dollars payable as set forth in Section 3.5 after twelve (12) months of uninterrupted supply of Jazz Pharmaceuticals’ requirements of LUVOX CR by Elan to Jazz Pharmaceuticals in accordance with the terms and conditions of the Elan Agreement as measured from the date of the First Commercial Sale of LUVOX CR by Jazz Pharmaceuticals; (h) [ * ] dollars payable as set forth in Section 3.5 when Net Sales of LUVOX CR first reach one hundred million ($100,000,000.00) dollars in a single twelve month period; (i) [ * ] dollars payable as set forth in Section 3.5 when Net Sales of LUVOX CR first reach two hundred million ($200,000,000.00) dollars in a single twelve month period; and (j) [ * ] dollars payable as set forth in Section 3.5 when Net Sales of LUVOX CR first reach four hundred million ($400,000,000.00) dollars in a single twelve month period. Each Milestone Payment shall be made only once, regardless of how many times each related Mil...
Sample 1
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Upfront Payment and Milestone Payments. (a) On or before the third (3rd) day following the Effective Date, Dicerna shall make a one-time fully-earned, non-refundable and non-creditable payment to Protiva in the amount of US $2,500,000 as partial consideration for the rights granted under this Agreement. (b) Subject to the terms and conditions of this Agreement, Dicerna shall make the following fully-earned, non-refundable and non-creditable milestone payments upon the achievement of the specified milestones with respect to a Product (each a “Milestone Payment”): (c) If there is more than one Product in Development or Commercialization at the same time, Dicerna shall be obligated to make each Milestone Payment for every Product that achieves the milestone set forth above (i.e., if there is more than one Product that satisfies the applicable milestone event, more than one Milestone Payment for the milestone event shall be owed by Dicerna to Protiva); provided, however, that if the first milestone event in Section 3.1(b) has been reached for a Product (i.e., initiation of a first Pivotal Trial) and the Milestone Payment made, but such Product does not ultimately obtain Regulatory Approval in the United States, any EU market or the market of any EU member state, then on any subsequent Product there will not by any Milestone Payment due upon the initiation of a first Pivotal Trial for that subsequent Product. (d) Dicerna shall act in good faith in determining whether to designate its clinical trials for Products as “pivotal trials” and shall not manipulate the structure of its clinical trials for Products that would otherwise meet the definition of a Pivotal Trial in such a manner as to avoid meeting such definition for purposes of delaying payment of the applicable Milestone Payment.
Sample 1
Upfront Payment and Milestone Payments. As consideration for the license granted by Solvay to JPI hereunder, JPI will make the following upfront and milestone payments to Solvay: (a) Two million ($2,000,000.00) dollars to be paid as a non-refundable payment at the Time of Closing (the “Upfront Payment”); (b) Two million ($2,000,000.00) dollars within fifteen (15) days of the First Commercial Sale of LUVOX-IR, supplied by or on behalf of Solvay, by Jazz Pharmaceuticals; (c) Ten million dollars ($10,000,000.00) within thirty (30) days after receipt of FDA approval of the first indication for the LUVOX CR NDA; (d) Ten million dollars ($10,000,000.00) within thirty-nine (39) days after receipt of FDA approval of the first indication for the LUVOX CR NDA; (e) Three million five hundred thousand dollars ($3,500,000.00) on October 20, 2008; (f) Three million five hundred thousand dollars ($3,500,000.00) on November 15, 2008; (g) Three million five hundred thousand dollars ($3,500,000.00) on December 15, 2008; (h) One million one hundred sixty-six thousand six hundred and sixty-seven dollars ($1,166,667.00) on the 15th day of each month starting on January 15, 2009 and ending on September 15, 2009; (i) [ * ] dollars payable as set forth in Section 3.5 after twelve (12) months of uninterrupted supply of Jazz Pharmaceuticals’ requirements of LUVOX CR by Elan to Jazz Pharmaceuticals in accordance with the terms and conditions of the Elan Agreement as measured from the date of the First Commercial Sale of LUVOX CR by Jazz Pharmaceuticals; (j) [ * ] dollars payable as set forth in Section 3.5 when Net Sales of LUVOX CR first reach one hundred million ($100,000,000.00) dollars in a single twelve month period; (k) [ * ] dollars payable as set forth in Section 3.5 when Net Sales of LUVOX CR first reach two hundred million ($200,000,000.00) dollars in a single twelve month period; and [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24B-2 of the Securities Exchange Act of 1934, as amended. (l) [ * ] dollars payable as set forth in Section 3.5 when Net Sales of LUVOX CR first reach four hundred million ($400,000,000.00) dollars in a single twelve month period. Each Milestone Payment, other than those set forth in Section 3.1(h), shall be made only once, regardless of how many times each related Milestone is achieved. No payment shall be owed for a Milestone which is not reache...
Sample 1
Upfront Payment and Milestone Payments. 3.1.1 Upon the terms and subject to the conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Seller at Closing, in consideration of the aforesaid sale, transfer and assignment of the Transferred Assets and the assumption of the Assumed Liabilities, $97,500,000 (such amount, the "Upfront Payment"), plus the Prepaid Amounts and the Milestone Payments for any Milestone Events that have been achieved prior to the Closing. Payment of the Upfront Payment, the Prepaid Amounts and the Milestone Payments for the Milestone Events that have been achieved prior to the Closing shall be made in accordance with Section 12.4.2 and by wire transfer of immediately available funds to such bank account as shall have been notified in writing to the Purchaser by the Seller. 3.1.2 Promptly following (but no more than 30 days after) the first achievement of each event described on Schedule 3.1.2 (each, a "Milestone Event"), the Purchaser shall pay to the Seller, as additional consideration hereunder, an amount set forth opposite the applicable Milestone Event (each, a "Milestone Payment") in accordance with Section 12.4.2 and by wire transfer of immediately available funds to such bank account as shall have been notified in writing to the Purchaser by the Seller not less than three days in advance of the date of payment, provided, however, if any Milestone Event is achieved prior to the Closing and the Seller notifies the Purchaser of such achievement at least three Business Days prior to the Closing Date, then the applicable Milestone Payment(s) shall be due and payable by the Purchaser at Closing. For the avoidance of doubt, the maximum aggregate value of all Milestone Payments payable by the Purchaser in accordance with this Section 3.1.2 is $27,500,000. Each Milestone Payment shall be payable only upon the first achievement of the applicable Milestone Event and no amounts shall be due for subsequent or repeated achievements of the Milestone Event. 3.1.3 Commencing upon the Closing Date and ending upon the date that all Milestone Events have been achieved, the Purchaser shall, and shall cause each of its Affiliates, to use Diligent Efforts to achieve each Milestone Event. 3.1.4 From and after the Closing Date, the Purchaser shall notify the Seller promptly, but in no event later than five Business Days following the achievement of each Milestone Event (if any). If, notwithstanding the fact that the Purchaser has not provided the Seller such...
Sample 1
Upfront Payment and Milestone Payments. As consideration for the license granted by Solvay to Jazz Pharmaceuticals hereunder, Jazz Pharmaceuticals will make the following upfront and milestone payments to Solvay: (a) Two million ($2,000,000.00) dollars to be paid as a non-refundable payment at the Time of Closing (the “Upfront Payment”); (b) Two million ($2,000,000.00) dollars within [ * ] days of the First Commercial Sale of LUVOX-IR, supplied by or on behalf of Solvay, by Jazz Pharmaceuticals; (c) [ * ] dollars within [ * ] (which is either an [ * ] for the [ * ] of [ * ] or an [ * ] for the [ * ] of [ * ]; (d) [ * ] dollars within [ * ] (which is either an [ * ] for the [ * ] of [ * ] or an [ * ] for the [ * ] of [ * ]); (e) [ * ] dollars within [ * ]; (f) [ * ] dollars [ * ] of the [ * ] of [ * ] by [ * ] of the [ * ] (which is either an [ * ] for the [ * ] of [ * ] or an [ * ] for the [ * ]); provided, however, if the [ * ] occurs more than [ * ] following [ * ] due to [ * ], the milestone payment payable pursuant to this Section 3.1(f) shall be reduced to [ * ] ($[ * ]) dollars; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (g) [ * ] dollars within [ * ] (which is either an [ * ] for the [ * ] of [ * ] or an [ * ] for the [ * ]); provided, however, if the [ * ] (which is either an [ * ] for the [ * ] of [ * ] or an [ * ] for the [ * ]) occurs more than [ * ] following [ * ], the milestone payment payable pursuant to this Section 3.1(g) shall be reduced to [ * ] ($[ * ]) dollars; (h) [ * ] dollars payable as set forth in Section 3.5 after [ * ] in accordance with the terms and conditions of the [ * ]; (i) [ * ] dollars payable as set forth in Section 3.5 when [ * ]; (j) [ * ] dollars payable as set forth in Section 3.5 when [ * ]; and (k) [ * ] dollars payable as set forth in Section 3.5 when [ * ]. Each Milestone Payment shall be made only once, regardless of how many times each related Milestone is achieved. No payment shall be owed for a Milestone which is not reached. In the event that more than one Milestone is achieved at one time, then all applicable payments under Section 3.1 shall be made. For the sake of clarity, it is acknowledged and understood that in the event [ * ], the payments in 3.1(c) and 3.1(d) will be due and payable at the same time and the payments in 3.1(f) and 3.1(g) will be due a...
Sample 1
Upfront Payment and Milestone Payments. Within five (5) Business Days of the Effective Date, Company will pay to Regeneron the non-refundable, non-creditable amount of US $75,000,000 (which shall not be reduced by any withholding or similar taxes).
Sample 1
Upfront Payment and Milestone Payments. NLS Pharmaceutics agrees to pay Aexon Labs the following one-time, non-refundable payments as per below: 1) Upfront payment of One Hundred and Seventy Thousand U.S. Dollars (US $170’000), for an exclusive License Agreement as defined herein payable by no later than March 31st, 2024 (the “Deadline Date”). The Option Agreement shall become null and void on April 1st , 2024 and the Parties shall have no further obligations to each other, except if the article 8.2. e) 2) hereunder is triggered and used by the Parties prior to the Deadline Date 2) Notwithstanding article 8.2. e) 1) above, the Parties may agree to defer the Upfront payment prior to the Deadline Date and may agree on an amended payment schedule of the Upfront payment, subject that 1) a portion of the Upfront payment shall be paid to the Licensor by the Licensee prior to or on the Deadline Date and 2) the remaining portion of the Upfront payment still due be paid before or on a revised payment deadline date agreed by the Parties. 3) Milestone payment on termination of first Proof-of-Concept study in OX1R/OX2R KO mice model of narcolepsy: One Hundred Thousand U.S. Dollars (US $100’000); 4) Milestone payment on issuance of the first Patent Granted in the US that covers the Licensed Product: Three Hundred Thousand U.S. Dollars (US $300’000); 5) Milestone payment on issuance of the second Patent Granted in the US that covers the Licensed Product: One Hundred and Fifty Thousand U.S. Dollars (US $150’000).
Sample 1
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Related to Upfront Payment and Milestone Payments

  • Milestone Payments (a) In partial consideration of the license rights granted by Marina Bio under this Agreement, MirnaRx shall pay to Marina Bio a milestone payment upon the first achievement by MirnaRx (independently of work done by or in collaboration with a Sublicensee) of the applicable milestone event set forth in the table below, such payments to be in the listed amounts for the applicable Milestone Event: (i) For each Licensed Product: [***] [***] (ii) For each Additional Indication for the Licensed Product, up to total of [***] Additional Indications: (1) [***] [***] (b) For clarity, each of the above milestone payments shall be paid only once for a particular Licensed Product, regardless if any such Milestone Event is achieved more than once, except that [***]. Further, if a particular Licensed Product achieves a particular Milestone Event under subclause (i) of the above table without having achieved a previous Milestone Event in such subclause (i), then such previous Milestone Event shall be deemed also achieved, and the Milestone Payment associated with such Milestone Event shall then be paid with the achievement of the subsequent Milestone Event. For illustrative purposes only, if the [***] Milestone Event as set forth in (i)(3) in the table above is not achieved for a Licensed Product but the [***] Milestone Event as set forth in (i)(4) above is achieved for such Licensed Product, then the Milestone Payment for achievement of the Milestone Event in clause (i)(3) [***] will be paid when the Milestone Payment for (i)(4) is paid. The total amount of milestone payments payable for a particular Licensed Product under the above shall not, in any event, exceed $6,000,000 under subclause (i) of the above table and $10,000,000 in total. For additional clarity, if MirnaRx (or its Affiliate) enters into a sublicense Agreement under which the applicable Sublicensee is granted sublicense rights to Commercialize a Licensed Product, then achievement of any of the above Milestone Events by such Sublicensee, or by MirnaRx or its Affiliate working in collaboration with such Sublicensee under the sublicense agreement, shall not create a Milestone Payment obligation, but instead MirnaRx shall have the obligation to share Sublicense Revenues received under such sublicense agreement as provided in Section 5.6 below. (c) Notwithstanding Sections 5.3(a) and 5.3(b) and the milestone table above, (i) no Milestone Payment for achievement of [***] of the milestone table above, and (ii) no [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Milestone Payments for [***] of the milestone table above, shall be payable with respect to any Licensed Product containing or incorporating miR-34. For clarity, Sections 5.3(a) and 5.3(b) and the milestone table above shall apply in full to all Licensed Products other than any Licensed Product containing or incorporating miR-34, unless the Parties mutually agree otherwise in writing. 1.7. The Parties acknowledge and agree that as of the Amendment Effective Date, the Milestone Payment for the achievement of the Milestone Event [***] of the milestone table above has been paid in full by MirnaRx [***]. 1.8. Section 5.4 shall be amended and restated in its entirety with the following:

  • Sales Milestone Payments Artiva shall make the following one-time, non-refundable and non-creditable sales milestone payments to GCLC when the aggregate annual Net Sales of Products in the Territory first reach the thresholds specified below. Artiva shall notify GCLC promptly of the achievement of each such sales threshold. Each sales milestone payment shall be made by Artiva within [***] days after the end of the calendar quarter in which such sales threshold is achieved. To the extent more than one sales threshold is reached in any given calendar year, then the applicable milestone payment for each such achievement shall be due and owing with respect to such calendar year. For clarification, the total milestone payments payable hereunder if all milestone events are achieved is [***].

  • Milestone Payment The first time Net Sales in the Territory in a Royalty Period exceed US$[***] ([***] dollars) US$[***] ([***] dollars)

  • Development Milestone Payments Pfizer shall make the payments set forth below within [**] days (or [**] days after [**] following the first occurrence of each event described below for a Licensed Product Covered by a Valid Claim that achieves such milestone (each event a “Development Milestone” and each payment a “Development Milestone Payment”). Development Milestone Development Milestone Payment [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**] [**]. The Development Milestone Payment in clause (2) of this Section 3.3 may become payable as set forth in Section 4.6. Whether or not the Development Milestone in clause (2) of this Section 3.3 is achieved, the Development Milestone Payment in clause (2) shall, pursuant to Section 4.6, in all cases become payable prior to the time the Development Milestone Payment in clause (3) of this Section 3.3 becomes payable. With respect to the Development Milestone in clause (3) of this Section 3.3, in the case of a [**] that is determined to have become [**], such Development Milestone, if achieved based on such [**], shall be achieved upon [**]; provided, however, if either [**], such Development Milestone shall be deemed to have been met on the date of such determination. With respect to the Development Milestone in clause (8) of this Section 3.3, such Development Milestone will be paid in [**], provided that if such Licensed Product [**]. (For the avoidance of doubt, all payment [**] that became payable prior to such [**] shall continue to be payable and there shall be [**] of the [**] Development Milestone Payment will be deemed to have been achieved and payable on [**], and will be paid by Pfizer within [**] days thereafter, until the earlier of [**]. For example, [**] of such Development Milestone, such Development Milestone Payment would be paid [**] of the Development Milestone [**]. For the avoidance of doubt: (a) except for (i) the Development Milestone Payment set forth in clause (6) of this Section 3.3 [**], (ii) the Development Milestone Payment set forth in clause (8) of this Section 3.3 [**] and (iii) the Development Milestone Payment set forth in clause (9) of this Section 3.3 [**], each Development Milestone Payment shall be payable only once upon achievement of the applicable Development Milestone and only on the first occurrence of the corresponding Development Milestone regardless of the number of Licensed Products and (b) satisfaction of a Development Milestone by an Affiliate or by a sublicensee or assignee of, or Third Party retained by, Pfizer or its Affiliates shall be deemed to have been satisfied by Pfizer for the purposes of this Section 3.3.

  • Milestone Fees Licensee will pay Milestone Fees indicated in Section 3.1(b) of the Patent & Technology License Agreement by the Quarterly Payment Deadline for the Contract Quarter in which the milestone events set forth in Section 3.1(b) of the Patent & Technology License Agreement are achieved.

  • Upfront Payment Upon the execution of this Agreement, the Lessee shall pay to the Lessor the following: (check one) ☐ - First Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Last Month’s Rent of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) ☐ - Security Deposit of: [AMOUNT (IN WORDS)] Dollars ($[AMOUNT (AS A NUMBER)]) POSSESSION. Possession shall commence on [MM/DD/YYYY], unless otherwise agreed upon. The Lessor shall use due diligence to give possession as nearly as possible at the beginning of the Term. The Rent shall be prorated in consideration of any delay in providing possession, but the Term shall not be extended as a result of such delay. The Lessee shall make no other claim against the Lessor for the delay in obtaining possession of the Premises.

  • 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.

  • Milestone Event Milestone Payment [***] [***]

  • License Fees and Royalties Consistent with the applicable U.S. DOT Common Rules, the Recipient agrees that license fees and royalties for patents, patent applications, and inventions produced with federal assistance provided through the Underlying Agreement are program income, and must be used in compliance with federal applicable requirements.

  • Online Payments Payments made online are made with an free consent after agreeing to the terms and conditions, All payments received online will be by default processed on agreeing with terms and condition, any disputes made afterwards will be null and void. All disputes will be in the jurisdictions of Hyderabad. This agreement is made on this the day, month and year first above mentioned and the parties to this deed have put their signatures at their free will and consent and after going through all the terms and conditions before the following: Amount Paid: 69620 Due Payment: 0.00 Due Date: NA Signature of Client / Applicant Signature of Consultant

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