Low Sales Adjustment Clause Samples

Low Sales Adjustment a) If, in the third (3rd) or any subsequent full calendar year up to and including the eighth (8th) full calendar year after Launch of Product in the United States, Net Sales in the United States do not exceed *** dollars ($***) in a given full calendar year, the following provisions shall apply. At ROCHE's written request to PRAECIS (which request may be given more than once), the parties promptly and in good faith shall (i) meet and consider whether modifications to the consideration under the Agreement are required in light of a goal for a fifty-fifty (50/50) sharing between the parties of the net present value as of the Effective Date of the pretax net income for Product during the Term of the Agreement ("NPV"), and (ii) if the parties agree that a modification is required, negotiate modifications in light of the above goal, taking into account, without limitation, prudent business practices and all amounts paid or to be paid by a party to the other under this Agreement including all Development Costs. b) The parties agree that any modifications under Section 6.13 shall be prospective only. Additionally, the parties agree that any modifications under Section 6.13 shall not be effective for a given calendar year in which Net Sales in the United States equal or exceed *** dollars ($***). c) The parties recognize that they have not disclosed to each other the financial models that reflect expectations for such fifty-fifty (50/50) sharing of NPV. The parties also further recognize that in implementing this Section 6.13 additional financial information (for example, relative to marketing, promotion, sales and expenses of Product) would need to be disclosed and discussed. Neither party, by agreeing to the provisions of this Section 6.13, concedes that any modification to the consideration would or would not need to be made if Net Sales in the United States are less than *** dollars ($***). d) Should the parties be unable to agree upon (i) whether a modification is required, or (ii) if required, how to modify the consideration, then the arbitration procedures of Article 11 shall be available.