An upfront payment clause requires the buyer to pay a portion or the entirety of the agreed price before the service or product is delivered. This type of clause helps secure the commitment of both parties and often provides the seller with immediate working capital.
1. Section 6.01 Upfront Payment. Section 6.01 of the Agreement is hereby replaced with the following: As payment for the rights and licenses granted to Licensee by Sutro under the Agreement, Licensee shall pay to Sutro a non-refundable, upfront payment of Twenty Five Million U.S. Dollars (USD $25,000,000.00) (“Upfront Payment”), which will be paid within [*] (as defined in Section 6, below), but not later than [*] (“Upfront Payment Deadline”), following execution of this Amendment by wire transfer of immediately available funds denominated in U.S. Dollars to an account designated by Sutro. Notwithstanding the foregoing, if the Licensee is subject to restrictions under Applicable Laws that prevent Licensee from making the Upfront Payment, or the closure of commercial banks, the government tax bureau, and/or the State Administration of Foreign Exchange in the People’s Republic of China prevent Licensee from making the Upfront Payment, Licensee shall provide written notice to Sutro at least [*] before the Upfront Payment Deadline, and the two Parties will then discuss an extension of the Upfront Payment Deadline in good faith. The Parties acknowledge and agree that, if Licensee fails to make the Upfront Payment as set forth above, this Amendment will immediately become null and void, and, without limiting the foregoing, Licensee will owe Sutro the amount set forth in Section 6.01 of the Agreement (as in effect prior to this Amendment) as provided for therein, and Licensee will not owe any obligations to Sutro under Section 6.01a and Section 6.02a of this Amendment, including, without limitation, the “Conditional Upfront Payment,” the “BLA Milestone Payment,” and the “Enhanced Development Milestone Event No. 4 Payment,” as those terms are defined below.
10.7.4 License Agreement Upfront Payment. Notwithstanding the terms of the Agreement, CRISPR will reimburse Vertex for [***]% of the License Agreement Upfront Payment within [***] days after receipt by CRISPR of an invoice for such payment from Vertex. For the avoidance of doubt, (i) the License Agreement Upfront Payment shall be excluded from the definition of Other Out-of-Pocket Costs and will not be included in the calculation of Program Expenses, the use of the Annual OPEX Cap or the determination of OPEX Overage, and (ii) CRISPR shall have no obligation to make any payment to Vertex or any Third Party with respect to the License Agreement Upfront Payment other than as expressly provided in the first sentence of this Section 10.7.4.
10.7.4 License Agreement Upfront Payment. Notwithstanding the terms of the Agreement, CRISPR will reimburse Vertex for [***]% of the License Agreement Upfront Payment within [***] days after receipt by CRISPR of an invoice for such payment from Vertex. For the avoidance of doubt, (i) the License Agreement Upfront Payment shall be excluded from the definition of Other Out-of-Pocket Costs and will not be included in the calculation of Program Expenses, the use of the Annual OPEX Cap or the determination of OPEX Overage, and (ii) CRISPR shall have no obligation to make any payment to Vertex or any Third Party with respect to the License Agreement Upfront Payment other than as expressly provided in the first sentence of this Section 10.7.4. 10.7.5 All Other Payments Under the License Agreement. Vertex payments under Article [***] of the License Agreement other than the License Agreement Upfront Payment (including the base annual fees, the License Agreement Contingent Upfront Payment and any potential additional annual fees pursuant to Section [***] of the License Agreement) shall be included in the definition of [***] and, to the extent applicable, will be used in the calculation and use of the [***] and the calculation of the [***].
2. Upfront Payment. Section 6.1(a) of the License Agreement is hereby amended and replaced in its entirety as follows: Upfront Payment. Subject to the terms and conditions of this Agreement, Licensee will pay Company a non-refundable, non-creditable, and not subject to set-off payment in the amount of [***], which upfront payment will be due and payable to Company upon the earlier to occur of (i) within [***] following the consummation of the [***] preferred equity financing of LianBio after the Effective Date, in a single transaction or series of related transactions, which raises gross proceeds to LianBio of at least [***], and (ii) [***]. Licensee shall promptly notify Company of the occurrence of the consummation of [***] such financing.
UPFRONT PAYMENT 3.1 First Upfront Payment. In consideration for the exclusive distribution appointment under Section 2.1, Terumo shall pay to IceCure, an upfront payment of one hundred fifty thousand U.S. dollars (US$150,000) (“First Upfront Payment”). Terumo shall pay to IceCure First Upfront Payment on the later date between (i) thirty (30) days from the receipt of a valid tax invoice to be issued on the Effective Date ; (ii) fourteen (14) days from the filing of the termination letter of Asia Actual’s Importation License of the Products to Thai FDA and providing the confirmation document of such submission to Terumo (“Due Date of First Upfront Payment”); provided, however, that the First Upfront Payment will be deemed to have been made in time if Terumo has instructed the paying bank to make such payment to IceCure not later than three (3) Business Days before the Due Date of Upfront Payment and such payment is completed within three (3) Business Days after the Due Date of Upfront Payment. 3.2 Second Upfront Payment. In further consideration for the exclusive distribution appointment under Section 2.1, Terumo shall pay to IceCure the Second Upfront Payment within thirty (30) days after receiving the invoice from IceCure on May 1, 2021 and provided that Asia Actual has already filed the termination letter of Asia Actual’s Importation License of the Products to Thai FDA before such date, a payment of one hundred fifty thousand U.S. dollars (US$150,000) (“Second Upfront Payment”). 3.3 Third Upfront Payment. In further consideration for the exclusive distribution appointment under Section 2.1, Terumo shall pay to IceCure within thirty (30) days after receiving the invoice from IceCure on May 1, 2022, a payment of one hundred fifty thousand U.S. dollars (US$150,000) (“Third Upfront Payment”). Notwithstanding the above, in the event that Terumo have not purchase the Minimum Purchase Amount (MPA), as defined in Exhibit 6.4, on the first fiscal year - ending 31 March 2022, and because of such failure IceCure terminates Terumo’s exclusive right to distribute the Products as set forth in Section C to Exhibit 6.4, the Third Upfront Payment would not be required to be paid by Terumo. However, if IceCure invoices for the payment of Third Upfront Payment to Terumo, IceCure shall waive all of its right to terminate the Exclusivity Term from the cause that Terumo does not purchase to reach the MPA on the first fiscal year. For the removal of doubt, the abovementioned exclusion will not derogate IceCure’s rights to terminate the exclusivity right if Terumo shall not purchase the Minimum Purchase Amount (MPA), as defined in Exhibit 6.4, for any other fiscal year following the first fiscal year - ending 31 March 2022.
Bicycle will receive a $30 million upfront payment. The upfront payment and potential discovery, development, regulatory and commercial-based milestone payments could total up to $1.7 billion.
As partial consideration for the rights granted to Audentes under the Option Agreement, Audentes will pay the Issuer a one-time payment in the amount of $20.0 million (the “Upfront Payment”) within 30 days after receipt of an invoice for such payment, which invoice will be delivered by the Issuer on or after the Effective Date. Audentes or any of its affiliates have the right, in its or their discretion and upon written notice to the Issuer, to offset the amount of the Upfront Payment (in whole or in part, until the full amount of the Upfront Payment has been offset) against (i) any payment(s) owed to the Issuer or any of its affiliates (or to any third party on behalf of the Issuer) under or in connection with any license agreement entered into with respect to any GAN Product or Rett Product, including, any upfront payment, milestone payment or royalties owed to the Issuer or any of its affiliates (or to any third party on behalf of the Issuer) under or in connection with any such license agreement or (ii) any amount owed to the Issuer or any of its affiliates in connection with a Change of Control transaction with Audentes or any of its affiliates. As further consideration for the rights granted to Audentes under the Option Agreement, the Issuer and Audentes also entered into the Securities Purchase Agreement.
Zealand Pharma A/S (Nasdaq: ZEAL) (CVR-no. 20045078,) a biotechnology company focused on the discovery, development and commercialization of innovative peptide-based medicines, today announced a financing agreement with Oberland Capital Management LLC (“Oberland Capital”). The agreement includes an upfront payment of $100 million in exchange for a 7-year, interest-only secured note (the “Secured Note”).
4. Conditions Subsequent. No later than October 1, 2023 (the “Upfront Payment Deadline”), the Company shall pay to the Purchasers, or the Designated Agent for the benefit of the Purchasers an amount of the Outstanding Balance of the Notes equal to $1,000,000 (the “Upfront Payment”). Failure to pay the Upfront Payment by the Upfront Payment Deadline shall constitute an immediate Event of Default under the Purchase Agreement pursuant to Section 9.1(a)(i) of the Purchase Agreement.
Pursuant to the Product Rights Agreement, Alimera has paid to the Company an upfront payment of $75 million (the “Upfront Payment”). Alimera paid a portion of the Upfront Payment directly to First Citizens BancShares, Inc. (“First Citizens”) as successor to Silicon Valley Bank (“SVB”) to enable the release of any and all liens that First Citizens may have on the Transferred Assets. Alimera will also make four quarterly guaranteed payments to the Company totaling $7.5 million during 2024 (“Guaranteed Payments”). Alimera will also pay royalties to the Company from 2025 to 2028 at a percentage of low-to-mid double digits of Alimera’s annual U.S. net sales of certain products (including YUTIQ®) in excess of certain thresholds, beginning at $70 million in 2025, increasing annually thereafter (”Royalties”). Upon Alimera’s payment of the Upfront Payment and the Guaranteed Payments, the licenses and rights granted to Alimera will automatically become perpetual and irrevocable.
Arrowhead Common Stock, and four milestone payments totaling $70.0 million. Under the terms of the Company’s agreements with Amgen, the Company has received $35.0 million in upfront payments, $21.5 million in the form of an equity investment by Amgen in the Company’s Common Stock and $30.0 million in milestone payments. The Takeda License Agreement resulted in a $300.0 million upfront payment, and the Horizon License Agreement resulted in a $40.0 million upfront payment. Finally, the GSK License Agreement resulted in an upfront payment of $120.0 million, which was received in January 2022. The Company had $86.4 million of cash and cash equivalents, $122.6 million of marketable securities, $192.9 million in short-term investments, $201.6 million of long term investments and $703.6 million of total assets as of March 31, 2022, as compared to $184.4 million of cash and cash equivalents, $126.7 million of marketable securities, $56.6 million in short-term investments, $245.6 million of long term investments and $710.1 million of total assets as of September 30, 2021. Based upon the Company’s current cash and investment resources and operating plan, the Company expects to have sufficient liquidity to fund operations for at least the next twelve months.
FINANCING THE TRANSACTION The early deposit portion of the Upfront Payment will be made on closing, with the balance of the Upfront Payment to be paid over the construction of the Santo Domingo project. At December 31, 2020, the Company had approximately US$193 million of cash on hand and approximately US$1.8 billion of remaining capacity under the Company's US$2 billion revolving credit facility. With operating cash flow in 2020 of approximately US$765 million, the Company has ample capacity to service any additional debt resulting from this transaction, especially given the low interest rate and flexible nature of the covenants under the Company's revolving credit facility.
“4.2Certain Additional Consideration. Century shall pay CDI the following: (a)[***] percent ([***]%) of the $100 million total upfront payment received by Century under the BMS Collaboration Agreement, payable within [***] days after receipt of such upfront payment by Century, it being understood that a payment for issuance of Century’s common stock is not considered an upfront payment;
An upfront payment is a sum of money that is paid at the beginning of a contract or agreement. This type of payment is often made before any goods are delivered or services are rendered. Upfront payments can be used to secure goods, services, or to demonstrate commitment to a deal.
An upfront payment may be used in several scenarios:
When writing an upfront payment clause for a contract, include the following elements:
Example Clause:
The Client agrees to pay the Service Provider an upfront payment of $5,000 upon signing this agreement. This upfront payment will be used to cover initial project setup costs and is non-refundable.
Upfront payment clauses are commonly found in several types of contracts, including:
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "Use of Logo" clause specifies the conditions under which one party is permitted to use the logo or trademark of the other party. It outlines the permissible contexts for logo usage, any approval requirements, and restrictions to ensure the brand's integrity and consistency are maintained.
The "Use of Premises" clause delineates the acceptable purposes and activities for which a leased property can be utilized by the tenant. It ensures that the tenant's use aligns with local regulations and the landlord's policies, thereby preventing any unauthorized or potentially harmful activities on the premises.
A waiver of liability clause releases one party from legal claims or damages that may arise from their actions or negligence. By agreeing to this clause, the other party acknowledges and accepts the risks involved, forfeiting their right to seek compensation.
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