Life Sciences Milestone Based Earn-Out Clause (EU)
Summary
This Life Sciences Milestone Based Earn-Out Clause requires a buyer to pay additional consideration to a seller in the post-closing period if the company achieves certain defined milestones. This template includes practical guidance, drafting notes, and optional clauses. This template contemplates that the earn-out payment is based on the company receiving marketing and regulatory approval for the sale of its drug products in the European Union. This template may also be used for the United States by converting references to the EU and its regulatory authorities to the United States and the Food and Drug Administration, respectively. Alternatively, an earn-out may be based on achieving a performance metric, such as sales, gross or net revenues, EBITDA or other dynamic performance metrics, as opposed to being based on the occurrence of an event. For a sample clause providing for earn-out payments triggered by achieving performance metrics, see Life Sciences Sales / Net Revenue Based ...