Net Milestone Payments definition

Net Milestone Payments means the aggregate amount of the Milestone Payments (as defined in the Collaboration Agreement) payable to the Sellers pursuant to Article 4 of the Collaboration Agreement (net of any reduction required by Section 4.5 of the Collaboration Agreement or any Extension Fee paid pursuant to Section 10.2(c) of the Collaboration Agreement), which amount is equal to $[___________].
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Net Milestone Payments means with respect to each calendar quarter beginning April 1, 2024 and during the term of this Agreement, (i) all Milestone Payments, including any Milestone Payments in respect of the Remaining UiE Purchased Interest after the Buyer pays UiE the Option Payment in accordance with Section 6.6, payable under the License Agreement in such calendar quarter, less (ii) all royalties and milestones that are due and payable and actually paid by or on behalf of the Seller pursuant to and in accordance with the DTM License in such calendar quarter, less (iii) [***], less (iv) until, if applicable, the date that Buyer pays UiE the Option Payment in accordance with Section 6.6, all amounts of UiE Purchased Interest due and payable and actually paid by or on behalf of the Seller to UiE in accordance with the UiE Agreement in such calendar quarter; provided that the amounts set forth in the foregoing clauses (ii)-(iii) above shall only be deducted from Milestone Payments if and only to the extent such amounts have not already been deducted (and fully satisfied) from the Royalties in calculating Net Royalty Payments. “Net Royalty Payments” means with respect to each calendar quarter beginning April 1, 2024 and during the term of this Agreement, (i) all Royalties, including any Royalties under the Remaining UiE Purchased Interest after the Buyer pays UiE the Option Payment under Section 6.6, payable under the License Agreement in such
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Net Milestone Payments and “Net Royalty Payments” under item (iii) of each of those definitions. “Representative” means, with respect to any Person, (i) any direct or indirect stockholder, member or partner of such Person and (ii) any manager, director, officer, employee, agent, advisor or other representative (including attorneys, accountants, consultants, bankers, financial advisors and actual and potential lenders and investors) of such Person. “Royalty” means (i) any and all payments or amounts payable to the Seller under Section 6.3 of the License Agreement, (ii) any and all payments or amounts payable to the Seller under the License Agreement in lieu of such payments or amounts described in the foregoing clause (i), (iii) any and all payments or amounts payable to the Seller under Section 6.5 (solely to the extent related to payments or amounts payable to the Seller under Section 6.3 of the License Agreement) of the License Agreement, (iv) the share of any recovery payments or amounts payable to, or obtained and retained by, the Seller under Section 9.3.4 of the License Agreement, (v) any and all payments or amounts payable to the Seller under Section 8.1 of the License Agreement to the extent such payments relate to the payments or amounts set forth in the foregoing clauses (i)-(iv) and clause (vi) of this definition, and (vi) any and all interest payments or amounts payable to the Seller under Section 6.5 and 6.8 of the License Agreement assessed on any payments or amounts described in the foregoing clauses (i) through (v). “Royalty Reduction” is defined in Section 4.8(l). “Royalty Reports” means the [***] reports deliverable by Licensee pursuant to Section 6.4 of the License Agreement. “Seller” is defined in the preamble. “Seller Indemnified Parties” is defined in Section 8.1(b). “Subsidiary” means any and all corporations, partnerships, limited liability companies, joint ventures, associations and other entities controlled (by contract or otherwise) by the Seller directly or indirectly through one or more intermediaries. For purposes hereof, the Seller shall be deemed to control a partnership, limited liability company, association or other business entity if the Seller directly or indirectly through one or more intermediaries, (a) shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses.
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Examples of Net Milestone Payments in a sentence

  • Additionally, we would retain our rights to receive up to $33 million in Net Milestone Payments under our License and Collaboration Agreement with Shire, even if paid after the Closing.

  • The Representative shall be reimbursed by the Company Equityholders (and not by the Buyer or the Company) for reasonable out-of-pocket expenses incurred in the performance of its duties (including the reasonable fees and expenses of counsel) under this Agreement from the Representative Fund and, if such fund is insufficient to pay such expenses, from the first proceeds from the Escrow Fund or Net Milestone Payments otherwise available for distribution to the Company Equityholders.

  • In the event any amounts in respect of Gross Milestone Payments are incorrectly deposited by GSK into the Initial Concentration Account or Joint Concentration Account and subsequently swept into the PRF Concentration Account, PRF shall reimburse AVANT to the extent any such amounts exceed the Net Milestone Payments relating thereto.

  • After cash in respect of Milestones and Royalties in respect of the Product is paid by the Sublicensee to Company and all payments required to be made by Company under the License Agreement and Sublicense Agreement have been made to the Licensor and Sublicensor in respect of the Product, Company shall determine the amount of Net Royalties and Net Milestone Payments and calculate the amount of the Purchased Interest due and owing to Investor and the amount of the Retained Interest due and owing to Company.

  • We have also relied, at the direction of Merrimack, upon the assessments of senior management of Merrimack as to the probability of, the expected timing of, and the excepted amounts of, the Net Milestone Payments and as to the probability of, and the expected timing of, the occurrence of each of the Milestone Events giving rise to the payments contemplated by the Earn-out Payment Rights.

  • Credit Suisse calculated the net present value of the Net Milestone Payments and Earn-Out Payments using a mid-year convention and a discount rate of 12.5%, reflecting Credit Suisse’s estimate of the Commercial Business’s weighted average cost of capital, also resulting in a Consideration Net Present Value of $685 million.

  • BofA Merrill Lynch calculated the net present values of the Net Milestone Payments and Earn-Out Payments and a discount rate of 13.0%, reflecting BofA Merrill Lynch’s estimate of the Commercial Business’s weighted average cost of capital, resulting in a Consideration Net Present Value of $685 million.

  • In addition, the Company Equityholders (acting by a written instrument signed by holders of Company Shares who held, as of immediately prior to the Effective Time, a majority (by voting power) of the then outstanding Company Shares) may determine to supplement the Representative Fund from payments made from the Escrow Fund or Net Milestone Payments prior to the distribution to the Company Equityholders.

  • For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, at no time shall the Buyer have any rights, expressed or implied (even as a third party beneficiary), under the UiE Agreement and the Buyer’s rights and obligations in respect of Net Milestone Payments and Net Royalty Payments (including with respect to any Remaining UiE Purchased Interest) shall arise solely under this Agreement.


More Definitions of Net Milestone Payments

Net Milestone Payments and “Net Royalty Payments” in respect of the UiE Purchased Interest under item (iii) of each of those definitions hereunder. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, at no time shall the Buyer have any rights, expressed or implied (even as a third party beneficiary), under the UiE Agreement and the Buyer’s rights and obligations in respect of Net Milestone Payments and Net Royalty Payments (including with respect to any Remaining UiE Purchased Interest) shall arise solely under this Agreement.
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Net Milestone Payments means the Net Development Milestone Payments and the Net Commercial Development Milestone Payments.
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Net Milestone Payments means with respect to each Calendar Quarter beginning January 1, 2024 and during the Payment Term, (i) all Milestones actually received by Company from Sublicensee under the Sublicense Agreement in the Calendar Quarter, less (ii) all amounts that are due and payable and actually paid by Company to the Sublicensee in accordance with the Sublicense Agreement in that Calendar Quarter, less (iii) all royalties, milestones, revenue shares and all other monetary amounts that are due and payable and actually paid by Company pursuant to and in accordance with the License Agreement in that Calendar Quarter; provided that the amounts set forth in (a)(ii)-(iii) above shall only be deducted from Milestones if and only to the extent such amounts have not already been deducted (and fully satisfied) from Royalties in calculating “Net Royalty Payments” (as defined below).
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Related to Net Milestone Payments

  • Sales Milestone Payment shall have the meaning set forth in Section 8.4.

  • Development Milestone Payment shall have the meaning set forth in Section 9.2(a).

  • Milestone Payment means a payment identified in the Implementation Plan to be made following the issue of a Satisfaction Certificate in respect of Achievement of the relevant Milestone;

  • Milestone Payments means, collectively, the Development Milestone Payments and Sales Milestone Payments.

  • Milestone Payment Date has the meaning set forth in Section 2.4(a).

  • Milestone means an event or task described in the Implementation Plan which must be completed by the corresponding date set out in such plan;

  • Development Milestone is defined in Section 5.3.

  • Milestone Events has the meaning set forth in Section 7.2.

  • Milestone 2 means achievement of annual Net Sales of at least $35,000,000 during any Calendar Year ending on or before December 31, 2024.

  • Development Milestone Event has the meaning set forth in Section 7.2.1.

  • Milestone Event has the meaning set forth in Section 1.11(a).

  • Milestone 1 means achievement of annual Net Sales of at least $20,000,000 during the Calendar Year ending on December 31, 2021.

  • Milestones means control points in the project that help to chart progress. Milestones may correspond to the completion of a key deliverable, allowing the next phase of the work to begin. They may also be needed at intermediary points so that, if problems have arisen, corrective measures can be taken. A milestone may be a critical decision point in the project where, for example, the consortium must decide which of several technologies to adopt for further development.

  • Project Milestone means the project milestone set forth in Schedule-J;

  • Milestone Date means the target date set out against the relevant Milestone in the Implementation Plan by which the Milestone must be Achieved;

  • Performance Milestone means an act or event specified in section 5.1 and described in section 9 of the EPLA.

  • Project Milestones means the Project milestones set out in Schedule 3;

  • Milestone Dates means the dates for completion of specified Project activities as contained in the Project Schedule.

  • Sublicense Revenue means [***].

  • Sublicense Fees shall have the meaning set forth in Section 7.3 below.

  • Milestone Schedule means Seller’s milestone schedule, the form of which is attached to this Agreement as Exhibit Q.

  • Sublicense Revenues means [***].

  • Net Sales Revenue shall have the meaning as set out in Schedule "A"

  • License Fees means the license fees, including all taxes thereon, paid or required to be paid by Licensee for the license granted under this Agreement.

  • Royalty Payments has the meaning set forth in Section 7.3.1.

  • License Fee means the amount payable by the licensee to DMRC as per rates offered by the Selected Bidder for utilization of licensed space and accepted by DMRC to be paid by the Licensee along with other charges and any kind of Central or State Taxes, local levies, statutory dues, etc. that may be payable by the licensee as per prevalent law.