Payment Consideration definition

Payment Consideration means, with respect to any Liquidity Transaction, the sum of any and all consideration paid or payable to the Liquidity Payment Recipients on account of such Liquidity Transaction minus any amounts required to be paid by the Liquidity Payment Recipients in connection with such Liquidity Transaction under (a) Senior Facility (as defined in the Purchase Agreement) as in effect following the modification thereof on the date of this Agreement (b) the professional contingency arrangement between the Company and ▇▇▇▇▇▇▇ Procter LLP set forth in the letter dated October 22, 2010, (c) Contingent and Contractual Arrangements, (d) that certain License Agreement dated March 15, 2005 by and between the Company and Arizona Technology Enterprises, (e) that certain License Agreement dated June 7, 2004 by and between the Company, Roche Diagnostics GMBH and Roche Diagnostics Corporation, and (f) that certain License Agreement dated November 30, 2003 by and between the Company and California Institute of Technology; provided, however, that if such calculation yields an amount less than $0, the Payment Consideration with respect to such Liquidity Transaction shall be $0; and provided further that in the event that any or all of the consideration paid or payable to the Liquidity Payment Recipients on account of such Liquidity Transaction is in a form other than cash, then, for purposes of the calculation of the Payment Consideration (including the calculation of any deductions under clauses (a) through (c) of this sentence), all such non-cash consideration shall be valued at cash amounts calculated in accordance with the pricing mechanics of the applicable definitive transaction agreement with respect to the Liquidity Transaction.

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Payment Consideration has the meaning set forth in Section 2.2.

Examples of Payment Consideration in a sentence

• Payment of Net Receipts Payment Consideration in whole or in part may be made in advance of such due date.

• The fees charged by such accounting firm shall be paid by Selenix; provided, however, if the audit discloses that the Net Receipts Payment Consideration payable by Eton for such period are more than one hundred ten percent (110%) of the Net Receipts Payment Consideration actually paid for such period, then Eton shall pay the reasonable fees and expenses charged by such accounting firm.

• Payment of Net Sales Payment Consideration in whole or in part may be made in advance of such due date.

• Additionally, if Eton or its Affiliate is required to pay royalties to any Third Party in order to make, have made, use, sell, offer to sale or import a Product, then Eton shall have the right to credit fifty percent (50%) of such Third Party royalty payments against the Net Receipts Payment Consideration owing to Selenix under Section 5.3.1(a).

• The Purchaser shall have paid and/or delivered, as applicable, the Closing Date Payment Consideration to Seller.

• Eton will apply a credit equal to ten percent (10%) of Gross Sales and Net Licensing Revenue against the Net Receipts Payment Consideration owing to Selenix under Section 5.3.1(a); provided, however, for the purposes of the above credit calculation, the difference between Gross Sales and Net Sales shall not exceed twelve percent (12%).

• The Net Receipts Payment Consideration shown to have accrued by each report provided for under Section 5.3.2 shall be due on the date such report is due.

• Eton may offset against the Net Receipts Payment Consideration or any other amounts due Selenix from Eton, any amounts owed to Eton for indemnification under Section 7.1. The exercise of such offset by Eton in good faith, whether or not ultimately determined to be justified, shall not constitute an event of default hereunder.

• Within sixty (60) days after the end of each calendar quarter during the applicable Payment Period, Eton shall deliver to Selenix a report setting forth for such calendar quarter (a) the applicable Net Receipts Payment Consideration and (b) the applicable exchange rate as determined below.

• The Net Sales Payment Consideration shown to have accrued by each report provided for under Section 5.2 shall be due on the date such report is due.