Sales Milestones definition

Sales Milestones means [***]. If the Company reaches a fully negotiated definitive documentation for an agreement providing for the terms contained in (1) or (2) of this paragraph (c), and the Company decides to reject such agreement and pursue an alternative transaction, then the terms of this paragraph (3) shall be deemed to have been satisfied for purposes of calculating the Midpoint Reversion Date. The [***] and [***] thresholds in this paragraph shall be adjusted for [***] as a result of [***] after the Effective Date (for example, if [***]). For purposes of calculating [***]. In addition, the [***] and [***] thresholds in this paragraph shall be adjusted for [***] after the date hereof (for example, if the Company [***]).

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Sales Milestones has the meaning attributed to it in Clause 6.3.1.

Sales Milestones has the meaning set forth in Section 8.3(a).

Examples of Sales Milestones in a sentence

• If Licensed Products achieve a higher Sales Milestone in a Calendar Year without having first achieved a lower Sales Milestone in any previous Calendar Year, then the milestone payment(s) for the lower Sales Milestone(s) shall be due and payable to Alnylam concurrently with the milestone payment for the higher Sales Milestone that has been achieved.

• The period during which the royalties set forth in Section 12.4.1 (Royalty Rates) and the sales milestones set forth in Section 12.3.2 (Sales Milestones) shall be payable, on a Licensed Product-by-Licensed Product and country-by-country basis, shall commence with the First Commercial Sale of a Licensed Product CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.

• In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7 hereof) and establish procedures to distribute such rights (by means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable fees and charges of, and expenses incurred by, the Depositary and taxes and/or other governmental charges).

• In consideration of the licenses and other rights granted to R-Pharm under this Agreement by Scynexis, R-Pharm shall pay to Scynexis the Development Milestones, Royalties and Sales Milestones set forth herein.

• If ▇▇▇▇▇▇▇ or its Affiliates or Royalty Sublicensees achieve all Sales Milestone Events with respect to Products that are the subject of a particular Research Program (regardless of the number of times such events occur or the number of Products that trigger such event), then the maximum amount payable by ▇▇▇▇▇▇▇ with respect to a particular Research Program under this Section 8.6 (Sales Milestones) is [***].

More Definitions of Sales Milestones

Sales Milestones shall have the meaning set out in Clause 8.2.2,

Sales Milestones shall have the meaning set forth in Section 3.4.1.

Sales Milestones shall have the meaning assigned to such term in Schedule 1.01(b).

Sales Milestones means percentages ranging from twenty-five percent (25%) to seventy-five percent (75%) of the forecasted sales for Fusion Test Systems in the Territory by Ando to be determined by the Steering Committee as part of the Fusion Business Plan (as defined in Section 4.3) with respect to sales of Fusion Test Systems to non-Affiliated Persons in the Territory. Sales Milestones shall be reviewed and evaluated by the Steering Committee on no less than an annual basis. The initial measurement period for such Sales Milestones shall commence as of the Effective Date hereof and end as of the end of the eighteenth calendar month thereafter; each subsequent measurement period for the remainder of the term of this Agreement shall commence as of the first day of the next succeeding calendar month and end as of the end of the twelfth calendar month thereafter.

Sales Milestones means, collectively, the 2015 Sales Milestone, the 2016 Sales Milestone and the 2017 Sales Milestone.

Sales Milestones means those payments payable to NeurogesX pursuant to Section 3.2 of the Existing License Agreement.

Sales Milestones has the meaning set forth in Section 9.4.1. 1.140 “Secondary Indication” means any Indication except the Primary Indication. 1.141 “Senior Officer” means, with respect to Orchard, its Chief Executive Officer or his/her designee, and with respect to Pharming, its Chief Executive Officer or his/her designee. 1.142 “Subcontractor” means any contractor, subcontractor or other vendor to whom a Party has subcontracted any of its obligations under the Pre-Clinical Plan or the Clinical Development Plan. 1.143 “Sublicensee” means a Third Party, other than a Distributor or a Third Party to whom Pharming, its Affiliate or a Sublicensee subcontracts any activities with respect to the Development or Manufacture of the Licensed Product, to whom Pharming (or a sublicensee of Pharming) grants a sublicence to Develop, use, import, promote, offer for sale, sell, have sold, or otherwise Commercialize any Licensed Product in the Field in the Territory. 1.144 “Term” has the meaning set forth in Section 15.1. 1.145 “Territory” means worldwide. 1.146 “Third Party” means any Person other than Orchard, Pharming, or an Affiliate of Orchard or Pharming. 1.147 “Third Party Manufacturer” means the Third Party manufacturer approved by the JSC pursuant to Section 2.2.10. 26 1.148 “Valid Claim” means either: (a) a claim of a pending Patent application, which claim was filed and is being prosecuted in good faith and has not been abandoned or finally disallowed without the possibility of appeal or re-filing of the application, provided that such prosecution has not been on-going for more than [_____] years from its earliest priority date and provided further that if, thereafter, a patent containing such claim issues, then such claim shall thereafter be considered a Valid Claim in accordance with clause (b) below; or (b) a claim of any issued and unexpired Patent for which the validity, enforceability, or patentability has not been affected by any of the following: (x) irretrievable lapse, abandonment, revocation, dedication to the public, or disclaimer; or (y) a holding, finding, or decision of invalidity, unenforceability, or non-patentability by a court, governmental agency, national or regional patent office, or other appropriate body that has competent jurisdiction, such holding, finding, or decision being final and unappealable or unappealed within the time allowed for appeal. 1.149 “Validation of a Drug Approval Application by the EMA” as used in Section 9.3.1 (Development Milestone ...