Milestone Payment Clause Samples
A Milestone Payment clause defines the terms under which payments are made in stages as specific project milestones are achieved. Typically, the contract will outline key deliverables or phases, and upon completion and approval of each, a predetermined payment is released to the service provider. This structure ensures that the client only pays for work that has been completed satisfactorily, while also providing the contractor with regular cash flow, thereby reducing financial risk for both parties and incentivizing timely progress.
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Milestone Payment. Within thirty (30) days following the first Patent Issuance, Eton shall give written notice to Imprimis and shall pay to Imprimis a non-refundable and noncreditable payment of fifty thousand dollars ($50,000).
Milestone Payment. First dosing of any Product to a subject in a Phase III Trial Fifteen million dollars ($15,000,000) [*] [*] million dollars ($[*]) [*] [*] million dollars ($[*]) [*] [*] million dollars ($[*]) [*] [*] million dollars ($[*]) [*] [*] million dollars ($[*]) [*] [*] million [*] thousand dollars ($[*]) [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
Milestone Payment. Within fifty (50) days after the Sales Milestone Date (subject to Section 7.1(c)), NPS shall make a one-time payment to Takeda equal to thirty million dollars (US$30,000,000) (such payment, the “Milestone Payment”). NPS’s obligation to make the Milestone Payment shall accelerate and be due within fifty (50) days after the occurrence of a Qualifying Change of Control. The Milestone Payment shall be in the form of either or a combination of (x) a wire transfer of immediately available funds to an account designated by Takeda, and/or (y) if the NPS Common Stock is publicly traded on a Trading Market, at NPS’s sole discretion (but subject to the limitations set forth in Section 7.3), the issuance and sale to Takeda GmbH and Takeda Pharma of such number of shares of NPS Common Stock (or shares of common stock of NPS’ successor or such successor’s parent in the event of an acceleration of the Milestone Payment obligation due to a Qualifying Change of Control if the common stock of such successor or such successor’s parent is publicly traded on a Trading Market), equal to the quotient of (A) thirty million dollars (US$30,000,000) divided by (B) the VWAP of the NPS Common Stock (or common stock of NPS’ successor or such successor’s parent in the event of an acceleration of the Milestone Payment obligation due to a Qualifying Change of Control, as applicable) over the thirty trading (30) days immediately prior to (but not including) the Sales Milestone Date or the date of the Qualifying Change of Control, as applicable (such shares, the “Milestone Shares”, and together with the Initial Consideration Shares, the “Shares”). The total number of Milestone Shares shall be allocated between Takeda GmbH and Takeda Pharma in such amounts as shall be notified by Takeda to NPS. If NPS elects to pay the Milestone Payment in the form of Milestone Shares, NPS shall give Takeda written notice of such election at least thirty (30) days before the date NPS wishes to effect the closing of the issuance and sale of the Milestone Shares as contemplated by this Section 7.2 (such closing, the “Milestone Shares Closing”). The Milestone Shares Closing shall take place on or before the date mutually agreed by NPS and Takeda, which date shall be not later than the end of the fifty (50) day period referenced in the first or second sentence of this Section, as applicable (or in the last sentence of Section 7.1(c), if applicable) (the date of the Milestone Shares Closing is referred to herein ...
Milestone Payment. Filing of first IND for the Candidate Compound directed against a designated target expressed by an Accepted Cell Line $ [*] Initiation of first Phase II clinical study for the Candidate Compound $ [*] Initiation of first Phase III clinical study for the Candidate Compound $ [*] Approval of a Product containing the Candidate Compound by Food and Drug Administration as drug $ [*] As used in this Exhibit B, the phrase “Initiation of first Phase III clinical study” shall be deemed to include, if a party conducts a Phase II/III study on a Candidate Compound, the point during such Phase II/III clinical trial when the party conducting the trial has the regulatory approval to proceed with such trial as a pivotal trial. BMS shall promptly notify Athersys of the first occurrence of any milestone with respect to each Candidate Compound. Milestone payments shall be made only once with respect to any given Candidate Compound, regardless of the number of indications sought (or approvals obtained) with respect to such Candidate Compound, whether alone or in combination with other compounds or products, and regardless of any new dosage strengths, preparations or forms of administration for such Candidate Compound. If BMS develops as a back-up Candidate Compound that inhibits or otherwise modulates the activity of a particular molecular target of a Candidate Compound on which BMS is already making milestone payments, then BMS may conduct clinical development on such back-up or follow-on Candidate Compounds and shall not be obligated to make any milestone payments with respect to any such back-up or follow-on Candidate Compound, except as otherwise provided below. In the event that a particular Candidate Compound is dropped from active clinical development work or marketing for safety or efficacy reasons and is specifically replaced with a different Candidate Compound targeting the same molecular target as such dropped Candidate Compound, such new Candidate Compound shall be deemed a “Replacement Compound.” BMS shall not be obligated to make milestone payments that were earlier made with respect to a dropped Candidate Compound and replaced by a Replacement Compound, but, subject to the preceding paragraph, BMS shall pay all milestone payments for milestone events achieved by such Replacement Compound that had not been achieved by such dropped Candidate Compound.
Milestone Payment. InterMune shall pay to Connetics a milestone payment of one million five hundred thousand dollars ($1,500,000), as follows (the "Milestone Payment"), payable in a lump sum or in installments based on the level of InterMune Net Sales as follows:
(a) If annualized InterMune Net Sales in the United States for 2001, based on InterMune Net Sales in the United States for the third and fourth calendar quarters of 2001, ("2001 Net Sales") are equal to or greater than [ * ], then on March 31, 2002, InterMune shall, at its election, either (i) pay the full Milestone Payment to Connetics, or (ii) pay to Connetics [ * ] of the Milestone Payment and furnish to Connetics a promissory note for the balance of the Milestone Payment, which promissory note shall provide for three (3) principal payments to Connetics of [ * ] each due upon June 30, 2002, September 30, 2002 and December 31, 2002, respectively.
(b) If 2001 Net Sales are equal to or greater than [ * ] but less than [ * ], then on March 31, 2002, InterMune shall pay to Connetics [ * ] of the Milestone Payment, and furnish to Connetics a promissory note for the balance of the Milestone Payment (the "Remaining Payment"), which promissory note shall provide for full payment of the balance of such note to Connetics on the earlier to occur of (i) March 31, 2004, or (ii) the last day of the month following the consecutive twelve (12) month period that InterMune Net Sales in the United States are equal to or greater than [ * ], subject to subsection (d) below.
(c) If 2001 Net Sales are less than [ * ], then on March 31, 2002, InterMune shall pay to Connetics a portion of the Milestone Payment equal to [ * ] multiplied by a fraction, the numerator of which is 2001 Net Sales and the denominator of which is [ * ]. InterMune shall furnish to Connetics a promissory note for the balance of the Milestone Payment (the "Remaining Payment"), which promissory note shall provide for full payment of the balance of such note to Connetics on the earlier to occur of (i) March 31, 2004, or (ii) the last day of the month following the consecutive twelve (12) month period that InterMune Net Sales in the United States are equal to or greater than [ * ], subject to subsection (d) below.
(d) With respect to the promissory note for the Remaining Payment described in subsection (b) or (c) above, if InterMune is to pay the balance of such note on March 31, 2004, and [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY B...
Milestone Payment. Purchaser shall pay Aradigm $4,000,000 within 30 days of the first U.S. commercial sale of the Sumatriptan Product.
Milestone Payment. 2.5.1. Subject to Section 2.5.2, within [**] Business Days after the occurrence of the First Commercial Sale of the Product (the “First Commercial Sale Date”), Buyer shall pay to Seller (by wire transfer of immediately available federal funds to the account furnished by the Seller), without demand or offset, the Milestone Payment; provided, however, that the Buyer may, in its sole discretion, elect to defer payment of all or portion of the Milestone Payment for period of up to five years from the First Commercial Sale Date upon written notice thereof to the Seller and the execution and delivery to the Seller, within such [**] Business Day period, of promissory note in favor of the Seller in the form attached hereto as Exhibit 2.5.1 in the principal amount of the Milestone Payment being so deferred (the “Promissory Note”).
2.5.2. The Buyer shall have the option, in the Buyer’s sole discretion, exercisable at any time by the Buyer commencing on the Closing Date and expiring on the earlier of (i) [**] days prior to the date on which [**] for the Product, and (ii) [**] months following the [**] for the Product (the “Buyout Period”) to make one-time payment to the Seller in the amount of $20,000,000 in cash in lieu of, and in full satisfaction of, its obligation to pay the Milestone Payment (the “Milestone Buyout”). In any case, Buyer shall, promptly after becoming aware thereof, notify Seller in writing of the date that the events described in clauses (i) and (ii) of this Section 2.5.2 occur. Upon exercise of the Milestone Buyout, in the Buyer’s sole election in accordance with the provisions of this Section 2.5.2, and payment in full in cash of the Milestone Buyout to the Seller, the Buyer’s obligations to make the Milestone Payment under Section 2.5.1 shall automatically terminate and shall no longer be deemed due or payable by the Buyer.
2.5.3. Subject to Section 12.2, if, after the Closing, and if any portion of the Purchase Price remains unpaid, and the Buyer or any of its permitted successors or assigns (a) effects Change of Control, or (b) sells, exclusively licenses, or otherwise transfers, or causes the Company to sell, exclusively license or otherwise transfer, all or substantially all of its or the Company’s rights, title and interest in and to the Product (a “Product Transfer”), such transaction shall be made only with Qualified Successor, except that such transaction may be made with Person that is not Qualified Successor with the Seller’s prior w...
Milestone Payment. Proposal approved by all parties & submit IRB (delete if no IRB is needed)
Milestone Payment. If at any time the Licensee’s gross sales of Products under the Brands exceeds Twenty-Five Million Dollars ($25,000,000), then Licensee shall pay to Licensor a one-time cash milestone payment equal to One Million Dollars ($1,000,000), payable within thirty days of the end of the first fiscal year in which such gross sales are achieved.