Additional Purchase Price Payments definition

Additional Purchase Price Payments shall have the meaning defined in Schedule L (Purchase Price).
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Additional Purchase Price Payments means the amount equal to [***] percent ([***]%) of the Net Sales for the Product in the Territory calculated in accordance with the procedures set forth below. The amount invoiced by AstraZeneca to Prometheus for each delivery of Product will be the Estimated Purchase Price (as defined below in this Schedule L). Within [***] of the end of each Quarter, Prometheus shall provide to AstraZeneca a written report setting forth the calculation of the Actual Purchase Price for the Product sold for the preceding Quarter based upon the actual Gross Sales and Net Sales of the Product in the Territory during such Quarter. The report shall set out the actual amount of Gross Sales and Net Sales of Product sold in dollars and the total number of units of Product sold by Prometheus during such Quarter and the Actual Purchase Price. The report shall also set out for such Quarter the Estimated Purchase Price paid for the units sold during the Quarter (assuming first in, first out). For units purchased but not sold at the end of a true-up period, the estimated sales price for those units will not be trued up. For Example: In the event the Actual Purchase Price for Product sold for the Quarter is greater than the Estimated Purchase Price for such Product, then, within thirty (30) days of the end of such Quarter, Prometheus shall pay to AstraZeneca such excess amount (i.e., the difference between the Actual Purchase Price and the Estimated Purchase Price). In the event that the Actual Purchase Price for Product sold for the Quarter is less than the Estimated Purchase Price for such Product, then AstraZeneca shall issue Prometheus a Credit Note for the amount of such difference within thirty (30) days of the receipt of the written report. In addition, the Purchase Price may be subject to a further adjustment dependent upon the results of the annual independent auditor report as commissioned by AstraZeneca. If an adjustment is mandated, Prometheus (or AstraZeneca) shall pay (or shall credit) the other Party no later than the end of the first Quarter following the Sales Year to which the adjustment applies. For the purposes of this Schedule L, the following terms shall have the meanings ascribed to them below: "Estimated Average Selling Price" shall be [***] percent ([***]%) of the WAC per unit on the date the applicable Purchase Order is placed.
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Additional Purchase Price Payments has the definition set forth in Section 2.3.2.
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Examples of Additional Purchase Price Payments in a sentence

  • The Purchase Price for the Product (excluding non-commercial Products such as Sample Products) in the Territory (the "Actual Purchase Price") shall be equal to: (a) COGS Payments plus (b) Additional Purchase Price Payments.

  • Potential Additional Purchase Price Payments Relating to Acquisitions As further discussed in Note 3, the company has contingent liabilities to pay additional purchase price relating to certain business acquisitions.

  • Payment of all Additional Purchase Price Payments calculated by the Purchaser to be due pursuant to Sections 1.5(a)(i) ,1.5(a)(ii) and 1.5(a)(iii) shall be made pursuant to the Earn-Out Note which shall be executed and delivered by the Purchaser to the Seller within 15 days following the date such Additional Payment Financial Statements are agreed to by Purchaser and Seller or finally resolved as hereinafter provided.

  • Following the Closing, the Buyer may assign this Agreement, provided that (1) the Buyer promptly notifies the Seller of such assignment, (2) the Buyer shall not assign this Agreement to any biopharmaceutical company competitor of the Seller without the Seller’s prior written consent, and (3) no such assignment shall relieve the Buyer of its obligations under this Agreement to pay any Additional Purchase Price Payments when due.

  • Payment of all Additional Purchase Price Payments calculated by the Purchaser to be due shall be made by wire transfer simultaneously with the delivery of such income statement.

  • For a period of five (5) years following the Closing Date, if and when the annual Barstow EBITDA exceeds $2,000,000 (the “EBITDA Target”), then Armada will pay quarterly to the Members in accordance with their Percentage Interest an amount (the “Additional Purchase Price Payment”) equal to (i) twenty percent (20%) of (ii) the amount by which the cumulative Barstow EBITDA during the year in question exceeds the EBITDA Target, less any prior Additional Purchase Price Payments during the year.

  • Net Sales for the purpose of calculating Royalty Payments and Additional Purchase Price Payments shall be adjusted on a *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission.

  • My hand fluttered instinctively to my neck, remembering the needle that had pierced it in order to scour the boundaries of my thyroid for cells.

  • Purchaser’s aggregate liability for indemnification pursuant to Section 9.1.2(a), solely with respect to breaches of the Fundamental Representations, shall not exceed an amount equal to (i) the aggregate of the sum of the Upfront Payments and the Additional Purchase Price Payments actually received by Seller from Purchaser under this Agreement, provided that in no event shall such amount exceed $5,600,000, minus (ii) any amounts paid to a Seller Indemnitee pursuant to this Section 9.

  • To the extent that the calculation of the Additional Purchase Price Payment during a quarter results in a negative number, at the option of Armada, the Members will either repay to Armada the negative Additional Purchase Price Payment in accordance with their Percentage Interest or Armada will have the right to set off by such negative amount the Additional Purchase Price Payments that would otherwise be due and owing..


More Definitions of Additional Purchase Price Payments

Additional Purchase Price Payments payable to Borrower pursuant to Section 2.1(b) of the RPI Agreement. “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation. “Sanctioned Entity” means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country or territory sanctions program administered and enforced by OFAC. “Sanctioned Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through (c) above. “Sanctions” means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed, administered or enforced
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Related to Additional Purchase Price Payments

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Base Purchase Price has the meaning set forth in Section 2.2.

  • Additional Payment has the meaning given in clause 11.1 (Right to repay the Facility early).

  • Purchase Price has the meaning set forth in Section 2.2.