Project/Milestones Taxpayer provides refrigerated warehousing and logistic distribution services to clients throughout the United States. In consideration for the Credit, Taxpayer agrees to invest in a new refrigeration and distribution facility in the ▇▇▇▇▇▇▇▇▇ Park area of Sacramento, California, and hire full-time employees (collectively, the “Project”). Further, Taxpayer agrees to satisfy the milestones as described in Exhibit A (“Milestones”) and must maintain Milestones for a minimum of three (3) taxable years thereafter. In the event Taxpayer employs more than the number of full-time employees, determined on an annual full-time equivalent basis, than required in Exhibit A, for purposes of satisfying the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” Taxpayer may use the salaries of any of the full-time employees hired within the required time period. For purposes of calculating the “Minimum Annual Salary of California Full-time Employees Hired” and the “Cumulative Average Annual Salary of California Full-time Employees Hired,” the salary of any full-time employee that is not employed by Taxpayer for the entire taxable year shall be annualized. In addition, the salary of any full-time employee hired to fill a vacated position in which a full-time employee was employed during Taxpayer’s Base Year shall be disregarded.
Development Milestones In addition to its obligations under Paragraph 7.1, LICENSEE specifically commits to achieving (either itself or through the acts of a SUBLICENSEE) the following development milestones in its diligence activities under this AGREEMENT: (a) (b).
Commercial Milestones (a) Within [*****] calendar days after the end of the first Calendar Year in which aggregate annual Net Sales for that Calendar Year for the Licensed Product in the Territory reach any threshold indicated in the Commercial Milestone Events listed below, EverInsight shall notify VistaGen of the achievement of such Commercial Milestone Event and VistaGen shall invoice EverInsight for the corresponding non-refundable, non-creditable Milestone Payment set forth below and EverInsight shall remit payment to VistaGen within [*****] Business Days after the receipt of the invoice, as described in Section 8.6 (Currency; Exchange Rate; Payments). Annual Net Sales Milestones for Licensed Product Milestone Payments (in Dollars) (each a “Commercial Milestone Event”):
(1). [*****]
(2). [*****]
(3). [*****]
(4). [*****]
(5). [*****]
(b) For the purposes of determining whether a Net Sales Milestone Event has been achieved, Net Sales of Licensed Product(s) in the Territory shall be aggregated. For clarity, the annual Net Sales Milestone Payments set forth in this Section 8.3 (Commercial Milestones) shall be payable only once, upon the first achievement of the applicable Commercial Milestone Event, regardless of how many times such Commercial Milestone Event is achieved.
(c) If a Commercial Milestone Event in Section 8.3 (Commercial Milestones) is achieved and payment with respect to any previous Commercial Milestone Event in Section 8.3 has not been made, then such previous Commercial Milestone Event shall be deemed achieved and EverInsight shall notify VistaGen within fifteen (15) calendar days of such achievement. VistaGen shall then invoice EverInsight for such unpaid previous Commercial Milestone Event(s) and EverInsight shall pay VistaGen such unpaid previous milestone payment(s) within thirty (30) Business Days of receipt of such invoice.
(d) In the event that, VistaGen believes any Commercial Milestone Event under Section 8.3(a) has occurred but EverInsight has not given VistaGen the notice of the achievement of such Commercial Milestone Event, it shall so notify EverInsight in writing and shall provide to EverInsight data, documentation or other information that supports its belief. Any dispute under this Section 8.3(d) (Commercial Milestones - subsection (d)) that relates to whether or not a Commercial Milestone Event has occurred shall be referred to the JSC to be resolved in accordance with ARTICLE 3 (Governance) and shall be subject to resolution in accordance with Section 14.10 (Dispute Resolution). The Milestone Payments made for each Commercial Milestone Event shall be non-creditable and non-refundable.
Targets and Milestones For the purposes of this Access Agreement, the University of Bristol will assess progress in widening participation against a combination of progress measures which, between them, are designed to assess: • The specific impact of a number of key outreach initiatives. • Year on year progress in diversifying our applicant and student population. • Year on year progress in improving conversion of under-represented applicants. Bearing in mind the range of outreach activities which we plan to offer, we intend to measure year on year progress in attracting a wider pool of applicants by focusing particularly on each of the following categories (although additional measures included in our 2012 Agreement have also been retained for continuity of monitoring): • Applicants from low performing schools • Applicants from socio-economic groups 4-7 • Local applicants Progress measures for each of these are provided at Appendix Four. In each case, we have included new measures, to assess improvements in application to intake conversion. As far as possible, measures have been calculated taking account of the expected impact of a number of specific outreach initiatives (the Access to Bristol scheme, summer school programme and personal adviser scheme), each of which also has more detailed performance targets associated with them (also detailed at Appendix Four). Measurement of the University’s intake profile will be focused on the low school performance category, reflecting the role which this plays in our contextual approach to admissions. Measures relating to mature student intake have been included for continuity. The recent decision to grow our undergraduate numbers substantially means that continuing to measure progress in diversifying intake by looking at under-represented groups as a percentage of total intake is no longer meaningful. For each intake-related measure, we have therefore added the number of students which the original percentages might have been expected to deliver. Monitoring against these numbers will give a more accurate picture of progress. All progress measures have been informed by more detailed analysis of progress against the institutional milestones detailed in Appendix Two and will be re-calculated annually to reflect assessment of our progress to date. In addition, it should be noted that we intend to carry out further research, for example, to better understand the impact of educational standards in the Bristol area on our ability to progress at the specified rates; we may need to adjust the progress measures contained in this agreement for future years to reflect the findings.
Milestone Schedule Please state the status and progress of each Milestone and identify any completed Milestone(s) for the previous calendar quarter.