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Project Reno Earn-Out Payment Terms

Project Reno involves potential earn-out payments to Denove stockholders if certain net sales milestones are met within two measurement periods. The milestones are $30 million in net sales in the first year or $50 million over the first two years, which would trigger payments of $25 million or $15 million, respectively. Net sales are calculated based on actual post-closing sales adjusted to impute pre-closing daily averages for the first year. Sano will provide calculations after each period and potential disputes will be resolved through negotiations or by an independent accountant.

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99 views1 page

Project Reno Earn-Out Payment Terms

Project Reno involves potential earn-out payments to Denove stockholders if certain net sales milestones are met within two measurement periods. The milestones are $30 million in net sales in the first year or $50 million over the first two years, which would trigger payments of $25 million or $15 million, respectively. Net sales are calculated based on actual post-closing sales adjusted to impute pre-closing daily averages for the first year. Sano will provide calculations after each period and potential disputes will be resolved through negotiations or by an independent accountant.

Uploaded by

Vikas
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PPTX, PDF, TXT or read online on Scribd

Project Reno – Earn-Out

• Earn-Out – A one-time payment to Denove stockholders of:


• $25,000,000 (if the milestone is achieved in the first sales measurement period), or
• $15,000,000 (if the milestone is achieved in the second sales measurement period.
• Milestone – Achieved if post-closing net sales (less certain deductions) of the product equal or exceed:
• First Sales Measurement Period - $30,000,000 of net sales in the first calendar year following the closing, or
• Second Sales Measurement Period - $50,000,000 of net sales in the first two calendar years following the
closing.
• Net Sales Adjustments – For purposes of calculating net sales in the first calendar year after closing, the average
daily post-closing net sales is imputed to each day of that calendar year prior to the closing date.
• Payment Date –Within 45 days of the end the sales measurement period in which the milestone is achieved.
• Disputes:
• Within 10 days of the end of each sales measurement period, Sano will provide a written statement of its
calculations of net sales and the milestone payment, including reasonable supporting evidence.
• Sellers have an opportunity to object within 30 days of receipt of such statement.
• The parties shall resolve any such dispute in good faith, or, if not, by final determination of an independent
accountant (paid for by Sano).

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