Cost of Goods Sold Definition Sample Clauses

Cost of Goods Sold Definition. Effective as of the Trigger Date, the proviso in the definition of “Cost of Goods Sold” shall be deleted and replaced with the following language: “provided, however, that (i) the Cost of Goods Sold for finished Remicade Product will not exceed the Remicade COGS Cap, as adjusted pursuant to Section 6.2(f) and (ii) commencing with the sixth (6th) full Agreement Year after the First Golimumab Commercial Sale, the Cost of Goods Sold for finished Golimumab Product will not exceed the Golimumab COGS Cap, as adjusted pursuant to Section 6.2(g). For the avoidance of doubt, (i) the actual COGS for Golimumab Product (without any cap) shall apply with respect to all Golimumab Product sales prior to the beginning of the sixth full Agreement Year after the First Golimumab Commercial Sale and (ii) the Remicade COGS Cap and any Golimumab COGS Cap shall not supersede or otherwise alter the caps on fill and finish and packaging costs that are established in accordance with the cost neutrality (such cost neutrality being determined based solely upon any impact on the Contribution Income calculation) obligations of Section 5.1 of this Agreement. To the extent that Schering-Plough is or becomes responsible for conducting fill and finish and/or packaging activities for a Product as a result of the exercise of its rights under Section 5.1 of this Agreement it shall have the right to select the country(ies) in which it conducts such activities in order to minimize Schering-Plough’s costs related to such Product(s); provided that it continues to satisfy the aforementioned cost neutrality obligation.
Sample 1
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