Contingent Payment Term definition
Examples of Contingent Payment Term in a sentence
After the termination or expiration of the Contingent Payment Term for any Program Asset Product in any country, or in the event that at the time of the First Commercial Sale of such Program Asset Product in such country neither a Valid Claim of a corresponding Program Asset Patent Right nor Regulatory Exclusivity exist in such country for such Program Asset Product, no payments under Section 7.1 shall be payable with respect to sales of such Program Asset Product in such country.
Such royalties will be payable on a country-by- country basis during the Contingent Payment Term that otherwise would have applied if such Program Asset Product had not been reassigned.
Subject to the terms and conditions of this Agreement, Buyer shall pay to the Stockholder Representative on behalf of the Company Securityholders, during the applicable Contingent Payment Term and on a country-by-country and Program Asset Product-by-Program Asset Product basis, contingent payments equal to five percent (5%) of Net Sales of any Program Asset Products.
Access will be made available: (a) during normal business hours; (b) in a manner reasonably designed to facilitate review or audit without unreasonable disruption to Parent’s business; and (c) no more than once each calendar year during the Contingent Payment Term ( and for a period of two (2) years thereafter.
After the Effective Time and for the duration of the Contingent Payment Term, the Parent shall make the Contingent Payment Consideration payments, at the stated rates to the Company Securityholders Representative, to the account designated in the Allocation Schedule (for distribution in accordance with the proportions, and to the accounts, set forth in the Allocation Schedule).
Except with Buyer’s consent (not to be unreasonably withheld), from the date hereof and continuing for the duration of the Contingent Payment Term, Seller will do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect Seller’s legal existence and good standing in its jurisdiction of formation.
Subject to Section 2.7(c)(iii) or Section 2.7(b), the contingent payment rate applicable to the Product in the United States shall be reduced on a Product-by-Product basis to [***] of the applicable rate otherwise payable pursuant to Section 2.7(a) and Section 2.7(b), as applicable, during any portion of the applicable Sales Contingent Payment Term [***].
Within ninety (90) days after the end of each calendar quarter during the Contingent Payment Term following the first Outlicense Transaction and/or First Sale of a Company Product, Parent will deliver to the Company Securityholders Representative a report detailing the calculation of all Sublicense Consideration Pass-Through Payments and all Royalty Payments due to the Company Securityholders Representative for such quarter.