Sharing of US Profit/Loss Sample Clauses

Sharing of US Profit/Loss. In the event that a Party provides an Opt-Out Notice, the following shall apply with respect to sharing of US Profit/Loss: (a) if the applicable Opt-Out Notice was provided on or before the date 120 days prior to First Commercial Sale of the Product in the United States, then (i) the Opt-Out Party shall remain responsible for its share of US Profit/Loss through the effective date of such Opt-Out, at which time Section 10.2 shall terminate; and (ii) the Opt-Out Party shall not be responsible to bear, nor entitled to receive, a share of US Profit/Loss from and after the effective date of such opt-out (but shall be entitled to receive royalties as set forth in Section 10.4, except to the extent otherwise provided in Section 17.4.3); (b) if Oncothyreon is the Opt-Out Party and the applicable Opt-Out Notice was provided after the date [*] days prior to First Commercial Sale of the Product in the United States, then (i) Oncothyreon shall remain responsible for its share of US Profit/Loss through the effective date of such opt-out, (ii) Array shall have the right in its discretion to elect upon written notice to Oncothyreon at any time within one (1) year following the applicable Opt-Out Notice whether to pay Oncothyreon the royalties provided in Section 10.4 in lieu of sharing US Profit/Loss (in which event, Oncothyreon shall not be responsible to bear, nor entitled to receive, a share of US Profit/Loss from and after the effective date of such notice from Array and Section 10.2 shall then terminate); and (iii) until such time (if any) as Array provides the written notice described in the foregoing clause (ii), Section 10.2 shall not terminate and Oncothyreon shall remain responsible to bear, and entitled to receive, a share of US Profit/Loss following the effective date of such opt-out; (c) if Array is the Opt-Out Party and the applicable Opt-Out Notice was provided after the date [*] days prior to First Commercial Sale of the Product in the United States, then (i) Array shall remain responsible for its share of US Profit/Loss through the effective date of such opt-out, at which time Section 10.2 shall terminate; and (ii) Array shall not be responsible to bear, not entitled to receive, a share of US Profit/Loss from and after the effective date of such opt-out (but shall be entitled to receive royalties as set forth in Section 10.4); and (d) for the avoidance of doubt, no royalties shall be due pursuant to Section 10.4 with respect to Net Sales of Product for w...
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Related to Sharing of US Profit/Loss

  • Allocation of Profit or Loss All Profit or Loss shall be allocated to the Member.

  • Sharing of Earnings The Borrower shall procure that no Owner shall: (a) enter into any agreement or arrangement for the sharing of any Earnings; (b) enter into any agreement or arrangement for the postponement of any date on which any Earnings are due; the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of that Owner to any Earnings; or (c) enter into any agreement or arrangement for the release of, or adverse alteration to, any guarantee or Security Interest relating to any Earnings.

  • PROFITS/LOSSES For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Net Loss A Net Loss for a particular fund or, in the case of a multi-class fund, a class results when aggregate Losses exceed aggregate Benefits (i.e., net redemptions on a day the fund’s or class’s NAV is overstated or net subscriptions on a day the fund’s or class’s NAV is understated) during the Error Period.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Net Income and Net Loss All net income or net loss of the Company shall be for the account of the Member.

  • Allocation of Profits Profits for any Year shall be allocated in the following order and priority: (i) First, to any Partner who was allocated Losses after the Capital Account of any other Partner was reduced to zero (0), to the extent of such Losses; provided, however, that in the event that the foregoing applies to more than one Partner, to those Partners pro rata according to the amount of such Losses allocated to each; and (ii) Second, to the Partners in accordance with their relative Percentage Interests.

  • Allocation of Net Income and Net Loss Net Income or Net Loss of the Partnership shall be determined as of the end of each calendar year and as of the end of any interim period extending through the day immediately preceding any (i) disproportionate Capital Contribution, (ii) disproportionate distribution, (iii) Transfer of a Partnership Interest in accordance with the terms of this Agreement, or (iv) Withdrawal Event. If a calendar year includes an interim period, the determination of Net Income or Net Loss for the period extending through the last day of the calendar year shall include only that period of less than twelve (12) months occurring from the day immediately following the last day of the latest interim period during the calendar year and extending through the last day of the calendar year. For all purposes, including income tax purposes, Net Income, if any, of the Partnership for each calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period. In the event of a Net Loss for a particular calendar year or interim period, then, for such calendar year or interim period, the Net Loss for such calendar year or interim period shall be allocated among the Partners in proportion to their respective Partnership Percentages for the calendar year or interim period.

  • Compensation for Losses Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

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