Payment Conditions. All payments due hereunder are payable in United States dollars. Cell Medica is responsible for, and shall not deduct from any payment or impose on Baylor any transfer, exchange, collection or other charges related to any payment, including any wire transfer fees, and other than as expressly provided herein. For sales of Licensed Products in currencies other than the United States Dollar, Cell Medica shall use an exchange rate based upon the weighted average rate over the relevant time period, as such rates are published in The Wall Street Journal during the period that such payment is due.

Conditions to Payment. (i) The continued benefits following Executive’s death or termination other than a termination by the Company for Cause under Section 7 herein shall be provided in accordance with Section 7 and # the first payment of the Severance Amount or the Death/Disability Severance Amount shall be made on the applicable Payment Date on termination pursuant to Section 9(a) or Section 9(b)

Payment Conditions. All payments due hereunder are payable in United States dollars. No transfer, exchange, collection or other charges, including any wire transfer fees, shall be deducted from such payments. For sales of Licensed Products in currencies other than the United States, LICENSEE shall use exchange rates published in The Wall Street Journal on the last business day of the calendar quarter for which such payment is due.

Separation Payment Conditions. As a condition to the receipt of any and all Separation Pay, Additional Separation Pay, COBRA Pay, Severance Benefits, and any other payments or benefits described in this Agreement, in addition to any other conditions set forth herein, Employee shall:

Compliance with Payment Conditions. Notwithstanding anything in this Agreement to the contrary, with respect to any Acquisition and the incurrence of any Debt or Lien in connection therewith, subject to the next succeeding proviso, compliance with the Payment Conditions test required by this Agreement for such Acquisition or such Debt shall be determined on the date the definitive acquisition agreement for such Acquisition is entered into and, only with respect to the tests described in clauses (b)(i) and (b)(ii) of the definition of “Payment Conditions”, be determined on the date # the definitive acquisition agreement for such Acquisition is entered into and # such Acquisition is consummated (in each case, after giving pro forma effect to such Acquisition); provided that, the Payment Conditions shall be deemed not to have been met if an Event of Default under [Section 12.1(a)] shall have occurred and be continuing on the date such Acquisition is consummated.

Conditions. Notwithstanding anything to the contrary herein, the effectiveness of this Agreement shall be conditioned on # the Executive’s satisfactory completion of reference and background checks, if so requested by the Company, and # the Executive’s submission of satisfactory proof of the Executive’s legal authorization to work in the United States.

Payment Conditions. All payments due hereunder are payable in United States dollars. No transfer, exchange, collection or other charges, including any wire transfer fees, shall be deducted from such payments. For sales of Licensed Products in currencies other than the United States, LICENSEE shall use exchange rates published in The Wall Street Journal on the last business day of the calendar quarter for which such payment is due.

Conditions to Payment of Benefits. Notwithstanding anything else to the contrary contained herein, no Officer shall be entitled to payment of any benefits provided under this [Section 3] or otherwise under this Policy unless and until # the Company (or its successor) shall have received from the Officer an effective release releasing the Company (or its successor) from any and all claims Officer may have against such entities related to or arising in connection with his or her employment, the terms of such employment and termination thereof that becomes effective within sixty (60) days following the termination of employment (or if later, the Change of Control) (the “Release Period”), and # the Officer is in compliance and continues to be in compliance with the covenants contained in [Section 4] below (the “Covenants”), which Covenants shall be acknowledged and agreed to by the Officer upon his or her executing this Policy in the acknowledgment signature block below. The Officer further acknowledges that the benefits under this Policy are being provided to assist in the Officer’s transition to other employment. Accordingly, to the extent that the Officer begins to engage in activities in violation of the Covenants during the period of the cash severance payment specified in [Section 3(b)] above, the Officer shall be entitled to retain any such payments received prior to the date he commences such activities but will cease to be eligible to receive any further payments or other benefits under the terms of this Policy or otherwise, and the Officer shall have no further claims, rights or entitlements to any severance payments or benefits in any respect.

Conditions to Payment. Any obligation of the Company to pay or provide you with any severance payments or benefits under this Agreement is conditioned upon # your continued compliance with all confidentiality, non-solicitation, non-competition, no-hire, non-disparagement, invention assignment, cooperation and other similar obligations to, and other restrictive covenants in favor of, the Company or any of its Affiliates to which you are obligated (collectively, the “Restrictive Covenants”), and # your execution and delivery to the Company of a separation agreement that includes a general release and waiver of claims in favor of the Company and its Affiliates (including Parent) in a form acceptable to the Company (a “Separation Agreement”) and such Separation Agreement becoming fully effective and irrevocable by the date specified therein, but in no event more than sixty (60) days following the Separation Date.

Milestone Payments for First Product. Subject to the conditions of this Agreement, Licensee shall pay to Licensor a one-time, non-refundable, non-creditable payment following the milestone event set forth below (each a “Milestone Payment”) ​. ​. Thereafter, if the First Product for another indication reaches the remaining Milestone Events, PLUS ​. No payments will be paid for milestones more than once or that are not achieved.