Net Sales Thresholds Sample Clauses

Net Sales Thresholds. In the event a Change of Control giving Abboxx xxx right to terminate hereunder occurs and, at the end of the most recently completed Contract Year preceding such Change of Control, Abboxx did not achieve the Net Sales threshold for a Product for such Contract Year or, if there was no Net Sales threshold for such Contract Year, for the immediately preceding Contract Year for which there was a Net Sales threshold, as described in Article 4, then Digene shall have the right to withdraw such Product from this Agreement, subject to Digene providing Abboxx x xwelve (12) month wind-down pursuant to Section 4.5 and Digene paying Abboxx xxx hundred percent (100%) of Incremental Sales for such Product. Digene shall only be obligated to provide Abboxx xxxh a twelve (12) month wind-down under this Section if at the time of such Change of Control Abboxx xxx an exclusive distributor for such Product.

Net Sales Thresholds. Beginning on the first day of the fifth calendar quarter following the First Commercial Sale of a Product in the United States (and continuing for the Term of this Agreement, each such year thereafter being a "Measurement Year"), Geneva will be subject to performance obligations. Such performance obligations will be Geneva's achievement of at least [**] of Net Sales forecasts ("Net Sales Threshold") for each country in the Territory for each Product. Not later than six (6) months prior to the expected date of First Commercial Sale for a Product, Geneva shall provide to Atrix with Net Sales Threshold for each country in the Territory for such Product. Atrix will have thirty (30) days to provide Geneva with written approval of the Net Sales Threshold. If Atrix and Geneva cannot reach agreement on the Net Sales Threshold, the Net Sales Threshold shall be determined by the PMC. Geneva shall provide to Atrix the Net Sales Threshold for each country in the Territory for each Product for the succeeding calendar year by October 31 of the preceding year. In setting the Net Sales Threshold for each country in the Territory, Geneva or the PMC, as applicable, shall set forth the basic assumptions underlying the Net Sales Thresholds specified. In the event Geneva fails to achieve the Net Sales Thresholds for a country for any Measurement Year after the First Commercial Sale of that Product due to Geneva's failure to perform or other conditions within Geneva's reasonable control and such failure was not the result of the assumptions used to determine the Net Sales Thresholds proving inaccurate (through no fault of Geneva), then Atrix may, at its sole option: (a) terminate Geneva's right to market and sell such Product in that country, or (b) require Geneva to pay Atrix an amount equal to the Net Profits that would have otherwise been due Atrix on the difference between the aggregate Net Sales Thresholds and Geneva actual aggregate Net Sales for such period.