Formula Price. The "Formula Price" means the product of 92.5% ------------- times the mean average of the 15 closing sale prices of the Common Stock, as reported by the Nasdaq National Market, for the 15 consecutive trading days ending on and including June 17, 1999; i.e., the Formula Price is $3.973.
Formula Price. The parties agree that the formula price described in this Section 19 is the agreed upon method of arriving at a price for the assets of the Store in the event we exercise the option contained in this Section 19 and is not to be deemed a conclusive indication of the value of the Store under other circumstances or where an agreement to purchase the Store has been negotiated by you or your owners.
Formula Price. 7.3.1 In the event that the proposed Buy-out Date is on or before the last day of the first 12-month period of operation, the Purchase Price shall be equal to the amount of [*] dollars (US $[*]). In the event that the proposed Buy-out Date is after the last day of the first 12-month period and on or before the last day of the second 12-month period of operation, the Purchase Price shall be equal to the higher amount of [*] dollars (US $[*]) or the Gross Product Revenues multiplied by the applicable monthly Revenue Multiple, less (i) accounts receivable due greater than sixty (60) days after the Buy-out Date and (ii) lease commitments or contingent liabilities, with the exception of office space lease commitments, extending more than six (6) months past the Buy-out Date. Accounts receivable that are recovered within 120 days after the Buy-Out Date shall be added back to the Purchase Price. Gross Product Revenues shall equal the aggregate licensing, sale revenues from the distribution of Sagent products recognized by Company during the twelve-month period immediately preceding the Buy-out Date in accordance with the revenue recognition policy of Sagent then in effect. The month during which Sagent gives notice of the desired acquisition shall be accounted for in the buy-out formula. In the event that the proposed Buy-out Date is after the last day of the second 12-month period of operation, the Purchase Price shall equal the Gross Product Revenues multiplied by the applicable monthly Revenue multiple.
Formula Price. The purchase price for these assets and the covenants shall be equal to twenty-five percent (25%) of the first Three Hundred Thousand Dollars ($300,000.00) of royalty sales ("Base Amount") of the Store during the fifty two (52) full weeks immediately preceding the date of termination or expiration plus thirty-five (35%) of royalty sales in excess of the Base Amount during this period. The purchase price shall be allocated among the assets and covenants in the manner prescribed by us. If the Store has been in operation less than fifty two (52) full weeks, the option price shall be the cost of the Store plus ten percent (10%). The term "cost" shall be defined as your documented expenditures for the equipment, inventory and leasehold improvements of the Store, but shall not include any charges for labor performed by you or your family members in connection with the development of the Store.
Formula Price. For purposes of this Agreement, the "Formula Price" of shares of the Company shall be determined as follows:
(a) The fair market value of the Company for purposes of this Section shall be computed in two parts. The first part shall be equal to average annual sales over a three year period, multiplied by 150% and then divided by two, which shall represent 50% of the formula value of the Company. The second part, comprising the remaining 50% of the formula value of the Company, shall be equal to the average annual profits before taxes over a three year period, multiplied by ten, and then divided by two. In each instance, the three year averaging period shall include the two years immediately preceding the valuation date, plus the current year. Financial performance for the current year shall be estimated pending completion of a year end audit and final adjustments to the purchase price shall reflect the actual operating results for the current year. For purposes of this formula, the current year shall be that year during which an event requiring application of the formula occurs, and annual profit shall not have a value less than zero.
(b) To determine the value of particular ownership interest, the sum of the two valuation components shall be multiplied by the percentage ownership of the Company which the shares in question represent.
Formula Price. Except as otherwise provided in Section 1.06, the ------------- price to be paid for steam delivered pursuant to the provisions of this Agreement during each calendar month of the Term shall be the price per thousand pounds then in effect as provided in the following subparagraphs.
Formula Price. General. Subject to Sections 5.2 through 5.4, below, during the Royalty Term, the purchase price of each milligram of Compound (expressed as base, on an FCA Xxxxxxx de Gaulle Airport, Roissy, France, basis) contained in the Finished Product to be purchased by NOVACEA from XXXXXX XXXXX (the “Formula Price”) during each Commercial Year, shall be an amount in Dollars calculated by dividing A by B where:
A = the amount determined by multiplying the Net Sales tiers for such Commercial Year by the applicable percentages set forth in the table below: Net Sales £ $[*] million [*]% Net Sales above $[*] million and < $[*] million [*]% Net Sales ³ $[*] million [*]% For illustration purposes only, for the first $[*] million of Net Sales, the [*]% factor is used, and for the first $[*] million of Net Sales thereafter, the [*]% factor is used. Accordingly, if Net Sales for a Commercial Year are $[*] million, then “A” would equal $[*]; and if Net Sales for a Commercial Year are $[*], then “A” would equal $[*].
B = the total number of milligrams of Compound (expressed as base) contained in the Licensed Product sold during that Commercial Year in the NOVACEA Territory, said number of milligrams being as indicated on the label of such Licensed Product.
Formula Price. The shareholders agreement may provide that the purchase price shall be determined based on a formula, including a formula based on the book value or a formula calculated as a multiple of earnings. While these types of formulae are often familiar to businesspersons and reasonable to negotiate, the formula that is appropriate at the time the agreement is executed may not be appropriate in the future when the business, the industry or factors relating to either have changed. For example, if the company expects losses for a few years before becoming profitable, a formula on book value may not yield fair results at every point. Similarly, if the parties desire to use a formula based on a multiple of earnings, they should be aware that multiples used may change over time for the industry, the business may change, rendering the prior formula inappropriate or there are certain factors existing at a time in the future that will yield unfair results. Discount rates that were used when the company began may not be appropriate years later. For example, if the value is based on EBITDA and the company incurs a large non-recurring charge in year 10 which is not taken into account in determining EBITDA, the EBITDA for that one year could be significantly different than the EBITDA in years nine and eleven.
Formula Price. The purchase price for these assets and the covenants shall be equal to twenty-fivefifteen percent (215%) of the first Three Hundred Thousand Dollars ($300,000.00) of royalty sales (“Base Amount”) of the Store during the fifty two (52) full weeks immediately preceding the date of termination or expiration plus thirtytwenty-five (325%) of royalty sales in excess of the Base Amount up to Five Hundred Thousand Dollars ($500,000.00) (“Second Level Base Amount”) during this period plus fifty percent (50%) of royalty sales in excess of the Second Level Base Amount during this period. The purchase price shall be allocated among the assets and covenants in the manner prescribed by us. If the Store has been in operation less than fifty two (52) full weeks, the option price shall be the documented cost of the Store plus ten percent (10%). The term “cost” shall be defined as your documented expenditures for the equipment, inventory and leasehold improvements of the Store, but shall not include any charges for labor performed by you or your family members in connection with the development of the Store or any undocumented costs.
Formula Price. The purchase price for these assets and the covenants shall be equal to twenty-five percent (25%) of the first Three Hundred Thousand Dollars (U.S. $300,000) of Royalty Sales ("Base Amount") of the Store during the twelve (12) calendar months immediately preceding the date of termination or expiration plus thirty-five percent (35%) of the Royalty Sales in excess of the Base Amount during this period. The purchase price shall be allocated among the Assets and covenants in the manner prescribed by us.
