MOST FAVORED LICENSE ADJUSTMENT Sample Clauses

MOST FAVORED LICENSE ADJUSTMENT. In the event after the Effective Date that CHIRON enters into an [CONFIDENTIAL TREATMENT REQUESTED], CHIRON shall promptly provide ROCHE a written summary of the applicable royalty terms thereof and, upon request, true copies of the applicable contract terms (including definitions and methods of calculating royalty amounts). ROCHE shall have the [CONFIDENTIAL TREATMENT REQUESTED], only by giving written notice of such election to CHIRON written sixty (60) days of the receipt by ROCHE of notice from CHIRON; provided, however, that [CONFIDENTIAL TREATMENT REQUESTED]. For the avoidance of doubt, [CONFIDENTIAL TREATMENT REQUESTED], but would otherwise retain all rights to most favored licensee status contained in this Agreement with respect to other Product Categories and countries.
Sample 1
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MOST FAVORED LICENSE ADJUSTMENT. The rates of Earned Royalties and the amounts of Minimum Royalties shall be adjusted [CONFIDENTIAL TREATMENT REQUESTED] so that the [CONFIDENTIAL TREATMENT REQUESTED] hereunder, as calculated by the formula: [CONFIDENTIAL TREATMENT REQUESTED] By way of example, without limitation, in the event that [CONFIDENTIAL TREATMENT REQUESTED]. Such adjustment shall be on a product-by-product and country by country basis and shall be subject to the same terms as are applicable [CONFIDENTIAL TREATMENT REQUESTED] but in no event higher than the applicable Earned Royalty rate or Minimum Royalty amounts provided in paragraphs 2 and 3 of Exhibit A, respectively.
Sample 1
MOST FAVORED LICENSE ADJUSTMENT. In the event after the Effective Date that CHIRON enters into an [***], CHIRON shall promptly provide ROCHE a written summary of the applicable royalty terms thereof and, upon request, true copies of the applicable contract terms (including definitions and methods of calculating royalty amounts). ROCHE shall have the [***], on a prospective basis, only by giving written notice of such election to CHIRON written sixty (60) days of the receipt by ROCHE of notice from CHIRON; provided, however, that [***], but would otherwise retain all rights to most favored licensee status contained in this Agreement with respect to other Product Categories and countries.
Sample 1

Related to MOST FAVORED LICENSE ADJUSTMENT

  • 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.

  • Equitable Adjustment Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and Warrants.

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

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • ADJUSTMENT RIGHTS The purchase price per share and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • License Fee Controlled Affiliate will pay to BCBSA a fee for this License determined pursuant to the formula(s) set forth in Exhibit B.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

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