Profit & Loss Share Clause Samples
Profit & Loss Share. If Merck pays the Participation Election Payment for a given Program, then, subject to [***] and Exhibit E with respect to a Joint SAV Program, the Parties will share in Cash Profits or Losses with respect to Collaboration Products from such Program as follows: Moderna will bear (and be entitled to) fifty percent (50%), and Merck will bear (and be entitled to) fifty percent (50%) (the “Profit & Loss Share”). [***] Procedures for Calendar Quarter reporting of actual results and review and discussion of potential discrepancies, quarterly reconciliation, reasonable forecasting, and other finance and accounting matters, are set forth on Exhibit D, and to the extent not set forth in Exhibit D, will be established by the JSC, subject to Section 2.7(b).
Profit & Loss Share. Subject to Section 3.2:
Profit & Loss Share. Each Party will share in Net Profit/Loss according to such Party’s Profit/Loss Share Percentage, continuing for as long as such Licensed Product is being Commercialized in the U.S. Exhibit F sets forth an example of the calculation of Net Profit/Loss and of a Party’s Profit/Loss Share Percentage, and is provided solely for illustrative purposes. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
Profit & Loss Share. The Parties will share in (and bear) Operating Profits or Losses with respect to Shared Product(s) as follows: [***] will bear (and be entitled to) [***] percent ([***]%) of such Operating Profits or Losses, and Celgene will bear (and be entitled to) [***] percent ([***]%) of such Operating Profits or Losses (collectively, the “Profit & Loss Share”).
Profit & Loss Share. The Parties will share in (and bear) Operating Profits or Losses with respect to Shared Product(s) for U.S. Administration as follows: Vividion will bear (and be entitled to) [***] percent ([***]%) of such Operating Profits or Losses, and Celgene will bear (and be entitled to) [***] percent ([***]%) of such Operating Profits or Losses (collectively, the “Profit & Loss Share”).
Profit & Loss Share. (i) Subject to Section 9.2(a)(ii) below, the Parties will share in (and bear) Operating Profits or Losses with respect to the Development and Commercialization of Product(s) in the US as follows: (i) commencing on the earlier of (A) the incurrence of Shared Development Costs or (B) initiation of the Profit & Loss Share and until the earlier to occur of (x) the tenth (10th) anniversary of the First Commercial Sale or (y) termination of the Term, HEC will bear (and be entitled to) fifty percent (50%) of such Operating Profits or Losses and ▇▇▇▇▇▇▇ will bear (and be entitled to) fifty percent (50%) of such Operating Profits or Losses, in each case with respect to any such period ending on the earlier of subclauses (x) or (y) of this clause (i), and (ii) beginning immediately after the last day of the period described in clause (i), until the earlier to occur of (x) the fifteenth (15th) anniversary of the First Commercial Sale or (y) expiration or termination of the Term, HEC will bear (and be entitled to) sixty percent (60%) of such Operating Profits or Losses, and ▇▇▇▇▇▇▇ will bear (and be entitled to) forty percent (40%) of such Operating Profits or Losses, in each case with respect to any such period ending on the earlier of subclauses (x) or (y) of this clause (ii) (clauses (i) and (ii), as applicable, the “Profit & Loss Share”).
(ii) Notwithstanding anything to the contrary, the Parties understand and agree that, if a Failure to Ensure Minimum Supply occurs, then the Profit & Loss Share shall be revised such that HEC will be entitled to forty percent (40%) of the Operating Profits and ▇▇▇▇▇▇▇ will be entitled to sixty percent (60%) of the Operating Profits, in each case, on and from the date of the Failure to Ensure Minimum Supply until the date on which ▇▇▇▇▇▇▇ recovers all expended amounts of ▇▇▇▇▇▇▇’s Financial Responsibility; it being understood and agreed that the allocation of the Operating Losses for each Party shall correspond to the percentage allocations set forth in Section 9.2(a)(i) above, provided that HEC has not cured such Failure to Ensure Minimum Supply within ninety (90) days.