Examples of Net Sales Milestone Payments in a sentence
The Licensor shall have the right to cause an independent, certified public accountant reasonably acceptable to POINT to audit such records to confirm Net Sales, Milestone Payments, Royalty Fees, Sublicensing Fees, and other payments.
With respect to the Net Sales Milestone Payments and Royalty Payments payable by Zai to TPTX, Zai shall (A) pay Withholding Income Taxes on such payments on behalf of TPTX to the appropriate Governmental Authority in the Territory; (B) furnish TPTX with proof of payment of such Withholding Income Taxes within […***…] Business Days following such payment; and (C) deduct such Withholding Income Taxes from the payment payable to TPTX.
With respect to the Net Sales Milestone Payments and Royalty Payments payable by Zai to TPTX, Zai shall (A) pay Withholding Income Taxes on such payments on behalf of TPTX to the appropriate Governmental Authority in the Territory; (B) furnish TPTX with proof of payment of such Withholding Income Taxes within [***] Business Days following such payment; and (C) deduct such Withholding Income Taxes from the payment payable to TPTX.
Following the Closing, Purchasers and their respective Affiliates shall use Commercially Reasonable Efforts to achieve the level of Net Sales required for the achievement of the Net Sales Milestone Payments set forth in Section 3.2.
In the event the Escrow Deposit is depleted or is insufficient to cover the amount of Losses for which Purchaser is entitled to indemnification by Seller under this Article VI, Purchaser may, at its sole discretion, set off any indemnification payment to which it is entitled under this Article VI, in each case against payment of any Net Sales Milestone Payments.
Until the expiration of all royalty payment obligations hereunder and for a period of three (3) years thereafter, Buyer shall keep complete and accurate records pertaining to the sale or other disposition of Products by Buyer, its Affiliates and Sublicensees in sufficient detail to permit Seller to confirm the accuracy of the royalties and Net Sales Milestone Payments due hereunder.
In addition to accrued interest on any improperly set off portion of such Net Sales Milestone Payments, Purchaser shall pay to Seller reasonable attorneys’ fees and expenses and other reasonable costs and expenses incurred in connection with the collection of any such unpaid portion thereof.
The Parties agree that the transfer of the Acquired Assets constitutes a sale of the Acquired Assets for United States federal income tax purposes and that the Upfront Payment, any Net Sales Milestone Payments and the Assumed Liabilities allocable to the Acquired Assets are received in exchange for such sale.
Any underpayments of Net Sales Milestone Payments or Contingent Payments shall be paid (together with interest in accordance with Section 1.02(b) or 1.03(d), as applicable) by Purchaser within [***] days of notification of the results of such inspection.
Buyer shall have the right: (a) subject to resolution of any claim for indemnification in accordance with this Agreement, to be paid Damages from the Escrow Cash Fund or the Escrow Stock Fund; or (b) to withhold and, subject to resolution of any claim for indemnification in accordance with this Agreement, set off against any unpaid First Commercial Sale Payments and Net Sales Milestone Payments Damages (in the case of Damages under Section 9.2.1, up to the Indemnification Cap) (the "Set-Off Right").