Common use of Closing Purchase Price Clause in Contracts

Closing Purchase Price. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Liens (other than Permitted Liens), all of the Seller’s right, title and interest in and to the Purchased Royalty. The purchase price to be paid at the Closing to the Seller for the sale, transfer, assignment and conveyance of the Seller’s right, title and interest in and to the Purchased Royalty to the Buyer is the Initial Purchase Price. At the Closing, the Buyer shall pay the Seller the Initial Purchase Price by wire transfer of immediately available funds to one or more accounts specified by the Seller on Exhibit A. (b) Following the Closing, upon the occurrence of each of the following events (each a “Payment Triggering Event”), the Buyer shall make a cash payment (each an “Additional Purchase Price Payment”) to the Seller in the amount corresponding to such Payment Triggering Event: 1 [***] $[***] 2 [***] $[***] 3 [***] $[***] 4 [***] [***] 5 [***] $[***] 6 [***] $[***] 7 [***] $[***] 8 [***] $[***] 9 [***] $[***] (c) The Seller hereby agrees and acknowledges that: (i) the Additional Purchase Price Payments are contingent payment obligations of the Buyer and there can be no assurance regarding the occurrence of any of the Payment Triggering Events; and (ii) the Buyer shall have no obligation or liability with respect to any Additional Purchase Price Payment unless and until the corresponding Payment Triggering Event has occurred. Any Additional Purchase Price Payment owed to the Seller by the Buyer in accordance with Section 2.1(b) shall be paid to the Seller by wire transfer of immediately available funds to the account(s) specified by the Seller on Exhibit A (or such other account(s) as specified by the Seller in a writing delivered to the Buyer in accordance with Section 10.1) within [***] ([***]) Business Days following the occurrence of a Payment Triggering Event; provided that with respect to Payment Triggering Event #4, such payment shall be made within [***] ([***]) Business Days after Buyer’s receipt of the Purchased Royalties attributable to Net Sales that occur within the twelfth calendar quarter ending after the First Commercial Sale). For clarity, only one Additional Purchase Price Payment shall be due hereunder with respect to each Payment Triggering Event; no Additional Purchase Price Payment shall be payable for subsequent or repeated achievements of any Payment Triggering Events. Each party hereto further agrees and acknowledges that the other party hereto shall have the right to offset, reduce or withhold any amounts otherwise due and payable hereunder solely to the extent determined to be owed by such party to the other party hereunder pursuant to a final determination of a court of competent jurisdiction. (d) The parties hereto further agree that: (i) the aggregate Additional Purchase Price Payments payable by the Buyer hereunder shall not exceed $400,000,000 and (ii) the total Purchase Price payable to the Seller by the Buyer hereunder (inclusive of the Initial Purchase Price and, if required to be paid under this Agreement, all of the Additional Purchase Price Payments) shall in no event exceed $500,000,000 in the aggregate.

Closing Purchase Price. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Liens (Liens, other than any Liens under clauses (a) through (f), inclusive, of the definition of Permitted Liens), all of the Seller’s right, title and interest in and to the Purchased Royalty. The purchase price to be paid at the Closing to the Seller for the sale, transfer, assignment and conveyance of the Seller’s right, title and interest in and to the Purchased Royalty to the Buyer is the Initial Purchase Price. At the Closing, the Buyer shall pay the Seller the Initial Purchase Price by wire transfer of immediately available funds to one or more accounts specified by the Seller on Exhibit A.B, without any deduction or withholding on account of any Taxes. (b) Following the Closing, upon the occurrence of each of the following events (each a “Payment Triggering Event”), if the Seller is in compliance in all material respects with its obligations under this Agreement, the Buyer shall make a cash payment (each an “Additional Purchase Price Payment”) to the Seller in the amount corresponding to such Payment Triggering Event: 1 [***] Completion of the enrollment of the OCEAN(a) Phase 3 clinical trial (NCT05581303) for Olpasiran to reduce the risk of coronary heart disease death, myocardial infarction or urgent coronary revascularization in adults with atherosclerotic cardiovascular disease (“ASCVD”) and elevated lipoprotein(a) (“Lp(a)”), as reasonably evidenced by (i) public disclosure of such completion by Licensee, (ii) written notice of such completion by Licensee to Seller (a copy of which shall be provided to Buyer) or (iii) the date on which ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ shows the status of the OCEAN(a) Phase 3 clinical trial (NCT05581303) as “Active, not Recruiting”. $[***] 50,000,000 2 [***] Receipt of FDA Approval for Olpasiran to reduce the risk of myocardial infarction, urgent coronary revascularization, or coronary heart disease death in adults with established cardiovascular disease and elevated Lp(a) (or any substantially similar indication for the reduction of cardiovascular event risk in adults with established cardiovascular disease and elevated Lp(a)). $[***] 50,000,000 3 [***] Upon the actual receipt by the Buyer of at least $[***] 4 [***] [***] 5 [***] 70,000,000 in Royalty payments in the aggregate attributable to Net Sales that occur in any single calendar year. $[***] 6 [***] $[***] 7 [***] $[***] 8 [***] $[***] 9 [***] $[***]60,000,000 (c) The Seller hereby agrees and acknowledges that: (i) the Additional Purchase Price Payments are contingent payment obligations of the Buyer and there can be no assurance regarding the occurrence of any of the Payment Triggering Events; Events and (ii) the Buyer shall have no obligation or liability with respect to any Additional Purchase Price Payment unless and until the corresponding Payment Triggering Event has occurred. Any With respect to (A) the first two Payment Triggering Events set forth in the table of Section 2.1(b), the Seller shall notify the Buyer in writing promptly after the Seller is aware of the achievement of such Payment Triggering Events, and (B) the third Payment Triggering Event set forth in the table of Section 2.1(b), the Buyer shall notify the Seller in writing promptly after the Buyer is aware of the achievement of such Payment Triggering Event, and in each case, the Buyer shall pay the amount of the corresponding Additional Purchase Price Payment owed to the Seller by the Buyer in accordance with Section 2.1(b) shall be paid to the Seller by wire transfer of immediately available funds to the account(s) specified by the Seller on Exhibit A B (or such other account(s) as specified by the Seller in a writing delivered to the Buyer in accordance with Section 10.19.1 of this Agreement) within [***] ten ([***]10) Business Days following the occurrence of a Payment Triggering Event; provided that with respect to Payment Triggering Event #4, such payment shall be made within [***] ([***]) Business Days after Buyer’s receipt or delivery, as applicable, of the Purchased Royalties attributable to Net Sales that occur within the twelfth calendar quarter ending after the First Commercial Sale)such written notice, without any deduction or withholding on account of any Taxes. For clarity, only one Additional Purchase Price Payment shall be due hereunder with respect to each Payment Triggering Event; no Additional Purchase Price Payment shall be payable for subsequent or repeated achievements of any Payment Triggering Events. Each party hereto further agrees and acknowledges that the other party hereto shall have the right to offset, reduce or withhold offset any amounts otherwise due and payable hereunder solely to the extent determined to be owed by such party to the other party hereunder pursuant to a final determination of a court of competent jurisdictionhereunder. (d) The parties hereto further agree that: (i) the aggregate Additional Purchase Price Payments payable by the Buyer hereunder shall not exceed $400,000,000 160,000,000 and (ii) the total Purchase Price payable to the Seller by the Buyer hereunder (inclusive of the Initial Purchase Price and, if required to be paid under this Agreement, all of the Additional Purchase Price Payments) shall in no event exceed $500,000,000 410,000,000 in the aggregate.