Common use of True-Up Payment Clause in Contracts

True-Up Payment. (a) If Seller continues to own any Closing Consideration Shares on December 1, 2022, it may deliver written notice to Buyer on December 1, 2022 or within five Business Days thereafter (the “True-Up Request Period”) requesting a one-time payment from Buyer (the “True-Up Payment”) in an amount equal to (i) the number of Closing Consideration Shares held by Seller at the end of the day on December 1, 2022, multiplied by (ii)(A) the Reference Price, minus (B) the sum of (I) the Market Price of the Parent Shares as of December 1, 2022, plus (II) the aggregate amount of cash dividends declared in respect of each Parent Share with a record date between the Closing Date and December 1, 2022; provided, that notwithstanding the foregoing, the True-Up Payment amount shall be reduced by the product of (X) the amount (if any) by which the volume-weighted average sales price of all Closing Consideration Shares sold prior to December 1, 2022 exceeded the Reference Price, multiplied by (Y) the number of Closing Consideration Shares sold on or prior to December 1, 2022. If such notice is received during the True-Up Request Period, Buyer shall promptly, and in any event within ten Business Days, pay, or cause to be paid, the True-Up Payment to Seller in cash in accordance with the instructions set forth in the Funds Flow Memorandum (as may be updated by Seller in a written notice followed by oral confirmation); provided, that the True-Up Payment shall only be available to Seller if at no time between the date hereof and the payment of the True-Up Payment has Seller or any of its Subsidiaries maintained any short position in the Parent Shares or entered into any other derivative or other agreement, arrangement or understanding that ▇▇▇▇▇▇ or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Parent Shares (the “No-Hedging Condition”). The True-Up Payment, if any, shall be treated as adjustments to the consideration paid pursuant to the Transactions for Tax purposes. (b) The Notice delivered by Seller in clause (a) shall provide a reasonably detailed reporting of, and support for, all sales of Closing Consideration Shares prior to December 1, 2022, including the price of such sales, and a certification of any executive officer of Seller that the No-Hedging Condition has not been violated. Seller acknowledges and agrees that it shall not be entitled to receive the True-Up Payment if the condition in the proviso in the foregoing sentence is violated. (c) In the event that Parent changes the number of Parent Shares or securities convertible or exchangeable into or exercisable for Parent Shares issued and outstanding prior to December 1, 2022 as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, the True-Up Payment shall be equitably adjusted.

True-Up Payment. The payments in Section 6.1 shall be calculated within [***] days after the end of any Year, and Insmed shall pay any amounts owing within [***] days of invoice by Therapure, with any late payment subject to the late payment fee set out in Section 12.2.2: (ai) If Seller continues Subject to own Section 6.1(ii) and 6.1(iii), beginning on [***], if in that Year or in any Closing Consideration Shares on December 1subsequent Year, 2022Insmed fails to order that amount of ARIKACE equivalent to the Annual Minimum Batch Processing Fee Amount, it may deliver written notice then Insmed shall pay to Buyer on December 1, 2022 or within five Business Days thereafter (the “True-Up Request Period”) requesting a one-time payment from Buyer Therapure for such Year an amount (the “True-Up Payment”) in an amount equal to ( (ix) — (y) ), where “(x)” equals the number of Closing Consideration Shares held Annual Minimum Batch Processing Fee Amount as set out in Schedule C and “(y)” equals the actual aggregate Batch Processing Fees paid by Seller at the end of the day on December 1, 2022, multiplied by (ii)(A) the Reference Price, minus (B) the sum of (I) the Market Price of the Parent Shares as of December 1, 2022, plus (II) the aggregate amount of cash dividends declared in respect of each Parent Share with a record date between the Closing Date and December 1, 2022; provided, that notwithstanding the foregoing, the True-Up Payment amount shall be reduced by the product of (X) the amount (if any) by which the volume-weighted average sales price of all Closing Consideration Shares sold prior to December 1, 2022 exceeded the Reference Price, multiplied by (Y) the number of Closing Consideration Shares sold on or prior to December 1, 2022. If Insmed for such notice is received during the True-Up Request Period, Buyer shall promptly, and in any event within ten Business Days, pay, or cause to be paid, the True-Up Payment to Seller in cash in accordance with the instructions set forth in the Funds Flow Memorandum (as may be updated by Seller in a written notice followed by oral confirmation)Year; provided, that the True-Up Payment shall only be available reduced by (A) [***] percent of the cost of the Clean Room Consumables for such Year; (B) if Therapure is able to Seller reasonably reallocate the Allocated Minimum Batch Labour for such Year (the “Reallocated Minimum Batch Labour”) in the manner provided under this Section 6.1(i)(B) (to the extent applicable), [***] percent of the cost of the Reallocated Minimum Batch Labour. Therapure shall use reasonable commercial efforts to reallocate the excess Allocated Minimum Batch Labour for any Year in which the Binding Portion of the Demand Forecast for such Year plus the Firm Portion of the Demand Forecast for such Year do not exceed the amount of ARIKACE equivalent to the Annual Minimum Batch Processing Fee Amount for such Year; and (C) any Standby Fees paid pursuant to Section 6.1(iii)(B) for such Year. For clarity, no payment shall be due by Insmed if at no time between the date hereof reductions in clauses (A), (B) and the payment of (C) above exceed the True-Up Payment has Seller or any of its Subsidiaries maintained any short position in the Parent Shares or entered into any other derivative or other agreement, arrangement or understanding that ▇▇▇▇▇▇ or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Parent Shares (the “No-Hedging Condition”). The True-Up Payment, if any, shall be treated as adjustments to the consideration paid pursuant to the Transactions for Tax purposessuch Year. (bii) The Notice delivered by Seller If, in clause (a) shall provide a reasonably detailed reporting ofany Year, and support foran additional Indication is approved, all sales of Closing Consideration Shares prior to December 1, 2022, including then the price of such sales, and a certification of Annual Minimum Batch Processing Fee Amount for any executive officer of Seller that the No-Hedging Condition has not been violated. Seller acknowledges and agrees that it shall not be entitled to receive the True-Up Payment if the condition in the proviso in the foregoing sentence is violated. (c) In the event that Parent changes the number of Parent Shares or securities convertible or exchangeable into or exercisable for Parent Shares issued and outstanding prior to December 1, 2022 as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, the True-Up Payment subsequent Year shall be equitably adjustedincreased automatically by an amount equal to the lesser of (x) [***]; or (y) $[***].

True-Up Payment. (a) If Seller continues to own any Closing Consideration Shares on December 1The Purchase Price has been calculated based upon several factors, 2022including the assumption that those certain Sellers’ consolidated current assets (included in the Assets) minus those certain current liabilities (excluding deferred revenue and included in Assumed Liabilities), it may deliver written notice to Buyer on December 1, 2022 or within five Business Days thereafter as calculated in accordance with Section 8.2(n) (the “TrueAdjusted Net Asset Position”), will be, on the Closing Date, ($401,238). (b) On the third Business Day following the Closing Date, Buyer shall have received from Sellers the Closing Date Balance Sheet and the Post-Up Request Period”Closing Certificate. On the second Business Day following the delivery of the Closing Date Balance Sheet, Buyer or CQ, as the case may be, shall deliver to the other Party, in immediately available funds and pursuant to written wire instructions, the amount by which the Adjusted Net Asset Position reflected in the Closing Date Balance Sheet is greater or less than ($401,238). (c) requesting a one-time payment from No later than January 6, 2006, Buyer shall make, prepare and deliver to CQ or its successors or assigns an adjustment report as to whether any changes or adjustments to the Closing Date Balance Sheet are required (the “Adjustment Report”), which report shall set forth the actual amount of each adjustment and the reason therefore. Such adjustment shall include any adjustments required to reflect the difference between the Closing Date Accounts Receivable Amount and the amount of Uncollected Accounts Receivable, as well as any appropriate adjustments to Trade Payables. Any such payment described in this Section 3.3(c) shall be a “True-Up Payment.” (d) in an amount equal to (i) the number of Closing Consideration Shares held by Seller at the end of the day on December 1, 2022, multiplied by (ii)(A) the Reference Price, minus (B) the sum of (I) the Market Price of the Parent Shares as of December 1, 2022, plus (II) the aggregate amount of cash dividends declared in respect of each Parent Share If CQ or Buyer disagrees with a record date between the Closing Date Balance Sheet or the Adjustment Report, respectively, such Party may, within ten (10) Business Days after delivery thereof, deliver a notice to the other Party disagreeing with the Closing Date Balance Sheet or the Adjustment Report, as the case may be, and December 1setting forth such Party’s calculation of the adjustment amounts. Any such notice of disagreement shall specify those amounts as to which such Party disagrees and such Party shall be deemed to have agreed with all other amounts contained in the Closing Date Balance Sheet or the Adjustment Report, 2022; providedas the case may be, that notwithstanding and the foregoingcalculation of any True-Up Payment. If a notice of disagreement is delivered pursuant to this Section 3.3(d), CQ and Buyer shall, during the fifteen (15) Business Days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed amounts in order to determine the amount of the True-Up Payment amount Payment, which shall not be reduced by the product of (X) more than the amount (shown in the Closing Date Balance Sheet or the Adjustment Report delivered by Buyer nor less than the amount shown in Sellers’ notice of disagreement. If during such period, Buyer and CQ are unable to reach such agreement, Buyer and CQ shall select and appoint a neutral arbitrator and promptly thereafter cause such arbitrator to review the disputed amounts for the purpose of determining the amount, if any) by which the volume-weighted average sales price , of all Closing Consideration Shares sold prior to December 1, 2022 exceeded the Reference Price, multiplied by (Y) the number of Closing Consideration Shares sold on or prior to December 1, 2022. If such notice is received during the True-Up Request PeriodPayment. The report as ultimately agreed to by CQ and Buyer or as ultimately determined by the arbitrator (the “Final Adjustment Report”) shall be final and binding on all Parties hereto. Upon delivery of any notice of disagreement pursuant to this Section 3.3(d), Buyer shall promptly, and in any event within ten Business Days, pay, or cause obligation with respect to be paid, the True-Up Payment to Seller in cash in accordance with the instructions set forth in the Funds Flow Memorandum (as may be updated by Seller in a written notice followed by oral confirmation); provided, that the True-Up Payment shall only immediately be available suspended until such disagreement has been resolved in accordance with this Section 3.3. (e) If it is determined that Sellers are required to Seller if at no time between the date hereof and the payment of the make a True-Up Payment has Seller or any of its Subsidiaries maintained any short position in the Parent Shares or entered into any other derivative or other agreement, arrangement or understanding that ▇▇▇▇▇▇ or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Parent Shares (the “No-Hedging Condition”). The True-Up Payment, if any, shall be treated as adjustments to the consideration paid pursuant to the Transactions for Tax purposes. (b) The Notice delivered by Seller in clause (a) shall provide a reasonably detailed reporting of, and support for, all sales of Closing Consideration Shares prior to December 1, 2022, including the price of such sales, and a certification of any executive officer of Seller that the No-Hedging Condition has not been violated. Seller acknowledges and agrees that it shall not be entitled to receive the True-Up Payment if the condition in the proviso in the foregoing sentence is violated. (c) In the event that Parent changes the number of Parent Shares or securities convertible or exchangeable into or exercisable for Parent Shares issued and outstanding prior to December 1, 2022 as a result of a reclassificationdetermination made in the Final Adjustment Report, stock split Sellers shall make such payment in immediately available funds within ten (including 10) Business Days of the date of the Final Adjustment Report and in accordance with written wire instructions provided by Buyer. If it is determined that Buyer is required to make a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, the True-Up Payment as a result of a determination made in the Final Adjustment Report, Buyer shall make such payment in immediately available funds within ten (10) Business Days of the delivery of the Final Adjustment Report and in accordance with written wire instructions provided by Sellers. (f) Following the Closing, Buyer will use the same efforts to collect the Uncollected Accounts Receivable as it uses to collect its other accounts receivable and Buyer agrees to remit to Sellers any amounts collected by Buyer in respect of Uncollected Accounts Receivable after December 31, 2005. Buyer shall make such payment in immediately available funds within three (3) Business Days of the date payment for such account receivable is received by Buyer and in accordance with written wire instructions provided by Sellers. If any Sellers cease to exist at such time payment is due, such payment shall be equitably adjustedmade to such Sellers’ successors and assigns. Sellers shall have the right upon reasonable notice to audit Buyer’s records regarding the collection of Uncollected Accounts Receivable. (g) Sellers agree to reimburse Buyer for any payments made by Buyer after December 31, 2005 in respect of liabilities for Trade Payables incurred by Sellers prior to the Closing Date that have not been reflected in the Closing Date Balance Sheet and the Adjustment Report. Sellers shall make such payment in immediately available funds within three (3) Business Days of the date Sellers receive notice from Buyer of payment for such Trade Payable and in accordance with written wire instructions provided by Buyer.

True-Up Payment. The payments in Section 6.1 shall be calculated within [***] days after the end of any Year, and Insmed shall pay any amounts owing within [***] days of invoice by Therapure, with any late payment subject to the late payment fee set out in Section 12.2.2: (ai) If Seller continues Subject to own Section 6.1(ii) and 6.1(iii), beginning on [***], if in that Year or in any Closing Consideration Shares on December 1subsequent Year, 2022Insmed fails to order that amount of ARIKACE equivalent to the Annual Minimum Batch Processing Fee Amount, it may deliver written notice then Insmed shall pay to Buyer on December 1, 2022 or within five Business Days thereafter (the “True-Up Request Period”) requesting a one-time payment from Buyer Therapure for such Year an amount (the “True-Up Payment”) in an amount equal to ( (ix) — (y) ), where “(x)” equals the number of Closing Consideration Shares held Annual Minimum Batch Processing Fee Amount as set out in Schedule C and “(y)” equals the actual aggregate Batch Processing Fees paid by Seller at the end of the day on December 1, 2022, multiplied by (ii)(A) the Reference Price, minus (B) the sum of (I) the Market Price of the Parent Shares as of December 1, 2022, plus (II) the aggregate amount of cash dividends declared in respect of each Parent Share with a record date between the Closing Date and December 1, 2022; provided, that notwithstanding the foregoing, the True-Up Payment amount shall be reduced by the product of (X) the amount (if any) by which the volume-weighted average sales price of all Closing Consideration Shares sold prior to December 1, 2022 exceeded the Reference Price, multiplied by (Y) the number of Closing Consideration Shares sold on or prior to December 1, 2022. If Insmed for such notice is received during the True-Up Request Period, Buyer shall promptly, and in any event within ten Business Days, pay, or cause to be paid, the True-Up Payment to Seller in cash in accordance with the instructions set forth in the Funds Flow Memorandum (as may be updated by Seller in a written notice followed by oral confirmation)Year; provided, that the True-Up Payment shall only be available reduced by (A) [***] percent of the cost of the Clean Room Consumables for such Year; (B) if Therapure is able to Seller reasonably reallocate the Allocated Minimum Batch Labour for such Year (the “Reallocated Minimum Batch Labour”) in the manner provided under this Section 6.1(i)(B) (to the extent applicable), [***] percent of the cost of the Reallocated Minimum Batch Labour. Therapure shall use reasonable commercial efforts to reallocate the excess Allocated Minimum Batch Labour for any Year in which the Binding Portion of the Demand Forecast for such Year plus the Firm Portion of the Demand Forecast for such Year do not exceed the amount of ARIKACE equivalent to the Annual Minimum Batch Processing Fee Amount for such Year; and (C) any Standby Fees paid pursuant to Section 6.1(iii)(B) for such Year. For clarity, no payment shall be due by Insmed if the reductions in clauses (A), (B) and (C) above exceed the True-Up Payment for such Year. (ii) If, in any Year, an additional Indication is approved, then the Annual Minimum Batch Processing Fee Amount for any subsequent Year shall be increased automatically by an amount equal to the lesser of (x) [***]; or (y) $[***]. (iii) Insmed shall promptly report to Therapure if Insmed expects, acting reasonably, that approval by Governmental or Regulatory Authority for an Indication shall not be obtained prior to [***], in which case: (A) the parties shall negotiate in good faith an amendment to Schedule C to update the Annual Minimum Batch Processing Fee Amounts based on the anticipated approval date for an Indication; provided, that the new Annual Minimum Batch Processing Fee Amount for a Year negotiated by the parties cannot be greater than [***] (the “Negotiated Cap”). By way of example, the new Annual Minimum Batch Processing Fee Amount for [***] negotiated by the parties cannot be greater than $[***]; (B) effective [***] and continuing until the earlier of (x) an amendment to Schedule C agreed to by the parties or (y) termination of this Agreement pursuant to Section 6.1(iii)(D), Insmed shall, on a monthly basis, pay to Therapure a monthly standby fee at no time between a rate of [***] (collectively, the date hereof “Standby Fees”); (C) notwithstanding anything to the contrary in this Agreement, Insmed shall not be required to make any True-Up Payment until Schedule C is amended in accordance with Section 6.1(iii)(A) (for clarity, Insmed shall not be required to make any True-Up Payment if this Agreement is terminated pursuant to Section 6.1(iii)(D)); and (D) if the parties are unable to agree on an amendment to Schedule C within [***] days, then Insmed may terminate this Agreement by giving notice to Therapure in the manner provided in Section 24.1; provided, however, that if Insmed does not elect to terminate this Agreement, the dispute shall be resolved in accordance with Article 37 and the payment Negotiated Cap shall apply in any such dispute resolution proceeding. (iv) For clarity, following an amendment to Schedule C in accordance with the terms of Section 6.1(iii), the Annual Minimum Batch Processing Fee Amount used in the calculation of the True-Up Payment has Seller or for that Year and any of its Subsidiaries maintained any short position subsequent Year shall equal the new Annual Minimum Batch Processing Fee Amount for such Year(s) in the Parent Shares or entered into any other derivative or other agreement, arrangement or understanding that ▇▇▇▇▇▇ or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of Parent Shares (the “No-Hedging Condition”). The True-Up Payment, if any, shall be treated as adjustments to the consideration paid pursuant to the Transactions for Tax purposes. (b) The Notice delivered by Seller in clause (a) shall provide a reasonably detailed reporting of, and support for, all sales of Closing Consideration Shares prior to December 1, 2022, including the price of such sales, and a certification of any executive officer of Seller that the No-Hedging Condition has not been violated. Seller acknowledges and agrees that it shall not be entitled to receive the True-Up Payment if the condition in the proviso in the foregoing sentence is violated. (c) In the event that Parent changes the number of Parent Shares or securities convertible or exchangeable into or exercisable for Parent Shares issued and outstanding prior to December 1, 2022 as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, the True-Up Payment shall be equitably adjusted.amended Schedule C.