Adjustments to Base Level Product Volumes Sample Clauses

Adjustments to Base Level Product Volumes. Within [*] after each calendar quarter, Purchaser will provide to Baxter a written statement of its Base Level Product Volumes adjusted to include purchases of Recombinant Hemophilia Product and rAHF-PFM attributable to entities acquired by Purchaser during the immediately prior quarter. If the acquired entity either has recorded Recombinant Hemophilia Product and/or rAHF-PFM sales or a Base Level Product Volume, Purchaser may elect to receive up to [*] of the acquired entities' purchases of Recombinant Hemophilia Product and/or rAHF-PFM in the most recent calendar year prior to their acquisition by Purchaser. The total unit volume provided to Purchaser will be calculated by identifying recorded sales made by Baxter to the acquired entity up to the date of acquisition in the current year and subtracting this unit volume from the number of units Purchaser elected to receive. This unit volume will be incorporated into the Base Level Product Volume for purposes of this Agreement. For acquisitions made prior to [*], the Base Level Product Volumes adjustment will be in the amount up to [*] of the acquired entity's [*] purchases of Recombinant Hemophilia Product.
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Adjustments to Base Level Product Volumes. Within five (5) business days after each calendar quarter, Purchaser will provide to Baxter a written statement of its Base Level Product Volumes adjusted to include purchases of Recombinant Hemophilia Product attributable to entities acquired by Purchaser during the immediately prior quarter. If the acquired entity either has recorded Recombinant Hemophilia Product sales or a Base Level Product Volume, Purchaser may elect to receive up to 110% of the acquired entities' purchases of Recombinant Hemophilia Product in the most recent calendar year prior to their acquisition by Purchaser. The total unit volume provided to Purchaser will be calculated by identifying recorded sales made by Baxter to the acquired entity up to the date of acquisition in the current year and subtracting this unit volume from the number of units Purchaser elected to receive. This unit volume will be incorporated into the Base Level Product Volume for purposes of this Agreement. For acquisitions made prior to December 31, 2001, the Base Level Product Volumes adjustment will be the in the amount up to 135% of the acquired entity's 2000 calendar year purchases of Recombinant Hemophilia Product.

Related to Adjustments to Base Level Product Volumes

  • Determining Number of Billable Accounts The Open Account Fee and the Closed Account Fee shall be paid only with respect to accounts serviced directly by the Transfer Agent and not with respect to accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, as provided in Section 2.04 of the Agreement. Notwithstanding that the Transfer Agent does not collect an Open Account Fee on accounts serviced by third parties pursuant to omnibus account service or sub-accounting agreements, any Small Account Fees collected on such accounts shall be subtracted as provided above under “Open Account Fee.”

  • CONTRACT YEAR The first Contract Year is the period of time ending on the first contract anniversary. Subsequent Contract Years are the annual periods between contract anniversaries.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Supply Price In event BTC exercises the Supply Option, the Supply Agreement shall afford Auxilium supply terms for Year 1 that are not less favorable than the average price afforded to Auxilium by the Back-Up Suppliers for the year immediately preceding the Supply Date and supply terms for each successive year that are not less favorable than the average price afforded to Auxilium by the Back-Up Suppliers for each preceding year as applicable.

  • Adjustments to Prevent Dilution In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time 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 Per Share Merger Consideration shall be equitably adjusted.

  • Product Availability The Insurance Companies have qualified the Products for offer and sale under the applicable insurance laws of various states and other jurisdictions. Producers and Registered Representatives shall solicit applications for the Products only in states and jurisdictions where such Products have been so qualified. Producers shall, upon request, be provided with a list of those states and jurisdictions in which the Products have been qualified for sale. The Insurance Companies shall file and make all statements or reports as are or may be required by the laws of such state or jurisdiction to maintain these qualifications in effect.

  • Royalty Rates Within [***] ([***]) [***] after the end of each calendar quarter, commencing with the calendar quarter during which the First Commercial Sale of a Licensed Product is made anywhere in the Territory and during the applicable Royalty Term, Hansoh shall make royalty payments to Viela based on Net Sales of all Licensed Products sold in the Territory in accordance with the table below. Within [***] ([***]) [***] after the end of each calendar quarter during the Term, Hansoh shall provide to Viela a report that contains the following information for the applicable calendar quarter, on a region-by-region basis: (i) the amount of Net Sales of such Licensed Product, (ii) a calculation of the royalty payment due on such Net Sales, including any royalty reduction made in accordance with Section 5.4(d), and (iii) the exchange rate used for converting any Net Sales recorded in a currency other than Dollars. In the case that the annualized royalty rate during a particular calendar year is more than that set forth in the table below, the corresponding overpayment received by Viela shall be credited to Hansoh against subsequent royalty payments; and in the case that the annualized royalty rate during a particular calendar year is less than that set forth in the table below, Hansoh shall pay the difference within [***] ([***]) [***] after receipt of Viela’s invoice. Threshold of the Net Sales of all Licensed Products Royalty % [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Adjustments to Option The Option shall be subject to the adjustment provisions of Sections 8 and 9 of the Plan, provided, however, that in the event of the payment of an extraordinary dividend by the Company to its shareholders: the Exercise Price of the Option shall be reduced by the amount of the dividend paid, but only to the extent the Committee determines it to be permitted under applicable tax laws and to not have adverse tax consequences to the Optionee under Section 409A of the Code; and, if such reduction cannot be fully effected due to such tax laws and it will not have adverse tax consequences to the Optionee, then the Company shall pay to the Optionee a cash payment, on a per Share basis, equal to the balance of the amount of the dividend not permitted to be applied to reduce the Exercise Price of the applicable Option as follows: (a) for each Share subject to a vested Option, immediately upon the date of such dividend payment; and (b) for each Share subject to an unvested Option, on the date on which such Option becomes vested and exercisable with respect to such Share.

  • Royalty Rate Royalties shall be computed at the rate of six percent (6%) of Licensee's Net Sales during the applicable quarterly period.

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