Setting of the Subsequent Period Transfer Price Sample Clauses

Setting of the Subsequent Period Transfer Price. Chiron shall provide Rhein Biotech and GCVC with a Gross Margin Report within the timelines and in the format described in Schedule F (Accounting Methodologies) to the Collaboration Agreement. Based on the information in such Gross Margin Report and on the information in the Cost of Goods Sold Report, the Steering Committee shall agree on a Projected Gross Margin, the Projected Rhein Biotech and GCVC Costs of Good Sold, and the Projected Forward Foreign Exchange Rates for the Subsequent Period to be applied in calculating the relevant Subsequent Period Transfer Price. The Steering Committee shall set the Subsequent Period Transfer Price for the first six months of the first Subsequent Period at the beginning of the final month of the Initial Period. Thereafter, the Subsequent Period Transfer Price shall be set by the Steering Committee once every six months using the same methodology. Each Subsequent Period Transfer Price shall be fixed for the relevant six month period and shall be subject to change only in accordance with the provisions of Section 3(c) below provided, however, if the parties fail to agree to a Transfer Price pursuant to this section 2 (b) the Transfer Price will be determined by applying the prior actual results as follows.: The Actual Average Net Sales Price will be (i) for the Public Market based on the tender price for the last Indicative Tender and (ii) for the Private Market based on the Actual Average Net Sales Price of the last two months of the preceding six month period of the Initial Period. The Actual Chiron Cost of Goods Sold, Actual Rhein Biotech Cost of Goods Sold, and the Actual Average Foreign Exchange Rate will be based on the average of last two months of the preceding six month period of the Subsequent Period. With respect to the setting of the COGS per unit, each Party initially shall have the ongoing right to audit the other prior to the Steering Committee agreeing the Subsequent Period Transfer Price. Each such Subsequent Period Transfer Price shall be fixed and subject to change only in accordance with the provisions of Section 3 (c) below.
Sample 1
AutoNDA by SimpleDocs

Related to Setting of the Subsequent Period Transfer Price

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

  • Payment Period Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within forty (40) days following the date of termination), the actual date of payment within the specified period shall be within the sole discretion of the Company.

  • Consideration Period You have 21 days from the date this Separation Agreement is given to you to consider this Separation Agreement before signing it. You may use as much or as little of this 21-day period as you wish before signing. If you do not sign and return this Separation Agreement within this 21-day period, you will not be eligible to receive the benefits described in this Separation Agreement.

  • Termination Period This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

  • Evaluation Period Until 5:00 p.m. Eastern time on August 16, 2002 (the "Evaluation Period"), Purchaser and its authorized agents and representatives (for purposes of this Article V, the "Licensee Parties") shall have the right, subject to the right of any Tenants, to enter upon the Real Property at all reasonable times during normal business hours to perform an inspection of the Real Property, the Improvements and the Personal Property. Purchaser will provide to Seller notice (for purposes of this Section 5.1(a), an "Entry Notice") of the intention of Purchaser or the other Licensee Parties to enter the Real Property at least 24 hours prior to such intended entry and specify the intended purpose therefor and the inspections and examinations contemplated to be made and with whom any Licensee Party will communicate. At Seller's option, Seller may be present for any such entry and inspection. Purchaser shall not communicate with or contact any of the Tenants or any of the Authorities without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. If Purchaser shall elect to communicate with any of the Authorities and Seller consents thereto, Purchaser shall give Seller prior notice thereof, and Seller and Seller's representatives shall have the right, but not the obligation, to attend, and participate in, all such meetings. Notwithstanding anything to the contrary contained herein, no so-called Phase II environmental physical testing or sampling shall be conducted during any such entry by Purchaser or any Licensee Party upon the Real Property without Seller's specific prior written consent, which consent shall not be unreasonably withheld or unduly delayed. TIME IS OF THE ESSENCE with respect to the provisions of this Section 5.1.

  • VALUATION PERIOD Each Division will be valued at the end of each Valuation Period on a Valuation Date. A Valuation Period is each Business Day together with any non-Business Days before it. A Business Day is any day the New York Stock Exchange (NYSE) is open for trading, and the SEC requires mutual funds, unit investment trusts, or other investment portfolios to value their securities. ACCUMULATION VALUE The Accumulation Value of this Contract is the sum of the amounts in each of the Divisions of the Variable Separate Account and General Account. You select the Divisions of the Variable Separate Account and General Account to which to allocate the Accumulation Value. The maximum number of Divisions to which the Accumulation Value may be allocated at any one time is shown in the Schedule. ACCUMULATION VALUE IN EACH DIVISION ON THE CONTRACT DATE On the Contract Date, the Accumulation Value is allocated to each Division as elected by you, subject to certain terms and conditions imposed by us. We reserve the right to allocate premium to the Specially Designated Division during any Right to Examine contract period. After such time, allocation will be made proportionately in accordance with the initial allocation(s) as elected by you. ON EACH VALUATION DATE At the end of each subsequent Valuation Period, the amount of Accumulation Value in each Division will be calculated as follows:

  • Funding Period The Funding Period, if any, shall not have terminated.

  • Election Period The period which begins on the first day of the Plan Year in which the Participant attains age thirty-five (35) and ends on the date of the Participant’s death. If a Participant separates from Service prior to the first day of the Plan Year in which age thirty-five (35) is attained, the Election Period shall begin on the date of separation, with respect to the account balance as of the date of separation.

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

Time is Money Join Law Insider Premium to draft better contracts faster.