Market Condition Change Sample Clauses

Market Condition Change. In the event of a Market Condition Change, the Parties shall negotiate in good faith and mutually agree upon an alternative (i) Annual License Fee for a Launch Year and (ii) Minimum Sales Threshold (as defined below) to account for such Market Condition Change (the “Market Condition Financial Terms”), provided that such Market Condition Financial Terms shall not be reduced by more than [***] of the then-current financial terms set forth in this Article 7 and provided further that, once such Market Condition Change is cured, the Market Condition Financial Terms shall automatically expire as of the end of the calendar year in which the Market Condition Change occurred, and the terms and conditions set forth in this Article 7 shall control.
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Market Condition Change. In the event of the occurrence of a Market Condition Change in the Public Market and/or Private Market, then Chiron and Rhein Biotech and GCVC shall confer regarding a possible adjustment to the Projected Average Net Sales Price in the relevant Public or Private Market for the relevant period and the resulting adjustment to the Subsequent Period Transfer Price. Any such adjusted Projected Average Net Sales Price and Subsequent Period Transfer Price shall apply prospectively with respect to all calculations in connection with all Product shipped by Chiron during the remainder of the relevant portion of such Subsequent Period. Only two such adjustments for each of the Public and Private Markets to the Subsequent Period Transfer Price may be made during each Subsequent Period, and only one may be made during the first six months of each Subsequent Period and only one during the second six months of each Subsequent Period.
Sample 1
Market Condition Change. In the event of the occurrence of a Market Condition Change, then Chiron and Rhein Biotech and GCVC shall confer regarding a possible adjustment to the Projected Average Net Sales Price for the relevant period and the resulting adjustment to the Initial Period Transfer Price. Any such adjusted Projected Average Net Sales Price and Initial Period Transfer Price shall apply prospectively with respect to all calculations in connection with all Product shipped by Rhein Biotech and GCVC during remainder of the relevant portion of the Initial Period. Only two such adjustments to the Initial Period Transfer Price may be made during the Initial Period, and only one may be made during the first six months, to the extent applicable, of the Initial Period and only one during the second six months, if any, of the Initial Period.
Sample 1
Market Condition Change. In the event of the occurrence of a Market Condition Change, then Chiron and Rhein Biotech and GCVC shall confer regarding a possible adjustment to the Projected Average Net Sales Price for the relevant period and the resulting adjustment to the Subsequent Period Transfer Price. Any such adjusted Projected Average Net Sales Price and Subsequent Period Transfer Price shall apply prospectively with respect to all calculations in connection with all Product shipped by Rhein Biotech and GCVC during the remainder of the relevant portion of such Subsequent Period. Only two such adjustments to the Subsequent Period Transfer Price may be made during each Subsequent Period, and only one may be made during the first six months of each Subsequent Period and only one during the second six months of each Subsequent Period.
Sample 1
Market Condition Change. In the event of a Market Condition Change, the Parties shall negotiate in good faith and mutually agree upon an alternative (i) Quarterly License Fee for a Launch Year and (ii) Minimum Sales Threshold (as defined below) to account for such Market Condition Change (the “Market Condition Financial Terms”), provided that unless otherwise agreed by the Parties, such Market Condition Financial Terms shall not be reduced by more than fifty percent (50%) of the then-current financial terms set forth in this Article 6 and provided further that, once such Market Condition Change is cured, the Market Condition Financial Terms shall automatically expire as of the end of the calendar year in which the Market Condition Change occurred, and the terms and conditions set forth in this Article 6 shall control. Notwithstanding the above, during the COVID-19 Period, the Parties shall meet (whether physically or virtually) and confer to re-evaluate in good faith the Minimum Sales Thresholds (as defined in Section 11.2(b)), the Quarterly License Fees, the Royalties, forecasts and other payments due hereunder once every six months and appropriately adjust such payments and forecasts to reflect the impact of COVID-19 outbreak on Sanuwave’s actual and potential sales of the Licensed Products.
Sample 1

Related to Market Condition Change

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • No Change in Condition No change in the condition (financial or otherwise), business, performance, properties, assets, operations or prospects of the Borrower or any of its Subsidiaries and its subsidiaries shall have occurred since December 31, 1998, which change, in the judgment of the Lenders, will have or is reasonably likely to have a Material Adverse Effect.

  • Change in Condition There occurs any event or a change in the condition or affairs, financial or otherwise, of Borrower which, in the reasonable opinion of Lender, impairs Lender's security or ability of Borrower to discharge its obligations hereunder or which impairs the rights of Lender in such Collateral.

  • Offer Conditions “Offer Conditions” is defined in Section 1.1(b) of the Agreement.

  • Specification Changes (a) During the Term, GSK will accept a labeling change from Prometheus as contemplated by this Section 4.2 but otherwise the Parties acknowledge and agree that GSK does not intend to make any material changes (such as packaging design, manufacturing process or similar or related changes) to the existing Product during the Term.

  • Benchmark Replacement Conforming Changes In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee thereof shall not:

  • Term SOFR Conforming Changes In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

  • Extraordinary Events Regarding Common Stock In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

  • Minimum Condition Section 1.1(a).........................................2

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