Allowable Commercialization Expenses definition

Allowable Commercialization Expenses means those expenses incurred during the term of this Agreement which are specifically attributable to the actual or contemplated Commercialization of a specific Licensed Product(s), and shall consist of: (a) Costs of Goods; (b) Marketing, Sales and Distribution Costs; (c) out of pocket costs to identify potential partners and to negotiate Partnering Agreements; (d) all patent prosecution, maintenance and litigation expenses incurred under Article 9 of this Agreement; (e) Post Launch Research and Development Expenses; (f) Allocated Administrative Expenses; (g) the costs of engaging Third Parties to assist with Commercialization; and (h) Currency Gains or Losses. “Allowable Commercialization Expenses” shall exclude Development Costs.

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Allowable Commercialization Expenses shall exclude Development Costs.

Allowable Commercialization Expenses means those expenses (a) incurred in connection with the Commercialization of the Products pursuant to the Commercialization Plan and Budget and (b) that are consistent with the approved Commercialization Plan and Budget and are specifically attributable to Products, and shall consist of (i) Cost of Goods Sold, (ii) Marketing Expenses, (iii) Distribution Expenses, and (iv) Post-Approval Regulatory Expenses. The JFC shall establish procedures for the calculation of Allowable Commercialization Expenses, including proper allocation of FTE costs to the extent that such FTEs promote other products (including the allocation of sales force effort between first, second and third position detail) or otherwise engage in activities not solely related to the Commercialization of the Product. For clarity, subject to Section 9.5, each Party shall be responsible for and solely bear any Commercialization expenses not contemplated in, or in excess of the agreed amounts set forth in, the approved Commercialization Plan and Budget.

Examples of Allowable Commercialization Expenses in a sentence

If a Third Party manufactures, then the Collaboration Product shall be supplied at [*] of the price charged by the Third Party, and the time spent by Nuvelo FTEs to manage the Third Party supplier shall be excluded from the calculation of Manufacturing Costs, Development Costs and Allowable Commercialization Expenses.
If the Collaboration is terminated pursuant to this Article 11, each Party shall submit to the other Party a final accounting of all Development Costs and Allowable Commercialization Expenses incurred by the reporting Party before the termination occurs, including reasonable detail demonstrating the specific basis for the costs and expenses included in the summary.
The detailed description of Allowable Commercialization Expenses to be incurred, as described in the Commercialization Plan and Budget, plus a permitted overrun of [*] thereof, shall constitute the maximum Allowable Commercialization Expenses that may be included in the Sharing calculation for the year covered by such Commercialization Plan and Budget.
Organon will supply to Cypress copies of Organon marketing materials for use in such promotion efforts by Cypress, the cost of which shall be included in the Allowable Commercialization Expenses.
In addition to the reports required under Section 7.4(c)(i), on or before December 31 of each year during the Collaboration Period, each Party shall submit to the other Party a report of its Allowable Commercialization Expenses, Net Sales and Product Profit (Loss) (if any, in the case of Non-Lead) in October and November of the 4th quarter of such year, for informational purposes.
The Parties shall account for and reimburse all allowable accrued and incurred Research Costs and Development Costs consistent with the terms set forth in Section 4.9. The Parties shall account for all accrued and incurred Allowable Commercialization Expenses consistent with the computation of Product Profit and Loss.
The costs of engaging any such Third Party will be Allowable Commercialization Expenses to the extent that the engagement of the applicable Third Party is consistent with the Commercialization Plan and Budget.
All costs incurred in association with any enforcement action where the alleged infringement of the Third Party is or may reasonably be competing with the interests of the Collaboration, shall be considered Research Costs, Development Costs or Allowable Commercialization Expenses, as the case may be, but regardless of designation shall be shared equally by the Parties.
If the Collaboration is terminated pursuant to Section 13.1, each Party shall submit to the other Party a final accounting of all Research Costs, Development Costs and Allowable Commercialization Expenses incurred by the reporting Party before the termination occurs, including reasonable detail demonstrating the specific basis for the costs and expenses included in the summary.
All Allowable Commercialization Expenses and Shared Revenue in the Shared Territory will be shared by the parties in accordance with Sections 8.5 and 8.6. All costs of Organon or Cypress for the launch, promotion, marketing, distribution and sale of Approved Product in the Field in the Shared Territory, other than Allowable Commercialization Expenses shared by the parties in accordance with Section 8.5, shall be borne by the party that incurred such costs.

More Definitions of Allowable Commercialization Expenses

Allowable Commercialization Expenses has the meaning given in the Financial Appendix.

Allowable Commercialization Expenses means the following expenses incurred or accrued (as applicable in accordance with Article 1 of this Financial Appendix) pursuant to the Collaboration that are generally consistent with the applicable Commercialization Plan and Budget and are specifically attributable and properly allocable to the actual or contemplated Commercialization of a Collaboration Product in accordance with GAAP or GAAP Counterpart, as applicable: (a) Costs of Goods; (b) Marketing, Sales and Distribution Costs; (c) Partnering Costs; (d) Post Launch R&D Expenses; (e) Patent Costs, with respect to Patents covering a Collaboration Compound, Collaboration Product, or a formulation, method of manufacture or method of use of any of the foregoing; and (f) any expenses expressly and specifically deemed to be Allowable Commercialization Expenses in the Agreement, including without limitation costs and expenses of booking sales, stocking inventory for the Lead and any of its sublicensees and collection of accounts receivable and bad debt; but in all cases excluding Excluded Costs (as defined in Section 2.7 of this Financial Appendix). Allowable Commercialization Expenses excludes Development Costs and any amounts deducted from gross sales to arrive at Net Sales in accordance with the definition of Net Sales. Overhead Charges for Commercialization (other than Manufacturing) shall be accounted for, Shared and otherwise reimbursed between the Parties solely as they are incorporated into the FTE Rate (without limiting Section 2.2).

Allowable Commercialization Expenses means those expenses incurred during the Collaboration which are generally consistent with a Commercialization Plan and Budget that has been approved by the JSC, and are specifically attributable to the actual or contemplated Commercialization of Collaboration Products, and shall consist of: (a) Costs of Goods; (b) Marketing, Sales and Distribution Costs; (c) Partnering Costs; (d) Patent Costs; (e) Post Launch R&D Expenses; (f) Allocated Administrative Expense; (g) the costs of engaging Third Parties to assist with the Commercialization; and (h) Currency Gains or Losses (as the terms set forth in subsections (a) through (h) above are defined in this Article 1 or in Exhibit A). “Allowable Commercialization Expenses” shall exclude Research Costs and Development Costs.

Allowable Commercialization Expenses means the sum of (a) Product Supply Costs, (b) the aggregate fees and expenses paid by Organon and Cypress to outside consultants and counsel in respect of filing, prosecution and maintenance of Cypress Patents, Organon Patents and Joint Patents with respect to Approved Products in the Shared Territory from and after the Date of First Commercial Sale of such Approved Product, (c) the aggregate payments made by Organon or Cypress to Third Parties as milestone, royalty or similar payments that the parties agree is required for the sale or other transfer of Approved Products in the Field in the Shared Territory and (d) the aggregate payments made by Organon and Cypress to Third Parties for the launch, promotion, marketing, distribution and sale of a Approved Product in the Field in the Shared Territory, including, without limitation, Post-Approval Study Expenses, Selling Expenses, Marketing Management, Market and Consumer Research, Advertising, Trade Promotion, Consumer Promotion, Education and Freight and Transportation–Out, using the defined terms set forth below. For clarification, Allowable Commercialization Expenses shall not include (1) any internal costs of Organon or Cypress for the promotion, marketing, distribution and sale of Approved Product in the Field in the Shared Territory, including any amounts paid to Third Parties for the Cypress Sales Force or (2) any expenses incurred before execution of any agreement entered into by the parties with regard to joint commercialization of an Approved Product in the Field in the Shared Territory. The costs of activities which promote Organon’s or Cypress’ business as a whole without being specific to Approved Products (such as corporate image advertising) are specifically excluded from Allowable Commercialization Expenses. To the extent multiple products are involved and some of such products are not Approved Products, then such amounts will be allocated on a pro rata basis to be negotiated between the parties that is designed to account for the respective contributions made to the marketing efforts for each product. Within 60 days of the end of a Calendar Year, the parties will make reconciling payments, if any are required, to reflect any difference between actual costs and such allocation for such year.

Allowable Commercialization Expenses shall exclude Research Costs and Development Costs.

Allowable Commercialization Expenses means those expenses (a) incurred in connection with the Commercialization of the Products pursuant to the Commercialization Plan and Budget and the Global Pricing and Reimbursement Plan and Budget, each as mutually agreed by the Parties and approved by the JCC in accordance with Section 8.3 and (b) that are consistent with the approved budget set forth in the Commercialization Plan and Budget and the Global Pricing and Reimbursement Plan and Budget, as relevant, and are specifically attributable to Products, and shall consist of (i) Cost of Goods Sold, (ii) the market access and reimbursement and patient support costs mutually agreed by the Parties and approved by the JCC under the Global Pricing [***] Certain confidential portions (indicated by brackets and asterisks) have been omitted from the exhibit in accordance with the rules of the Securities and Exchange Commission. and Reimbursement Plan and Budget, in accordance with Section 8.3, (iii) Marketing Expenses, (iv) Distribution Expenses, and (v) Post-Approval Regulatory Expenses. The JFC shall establish procedures for the calculation of Allowable Commercialization Expenses, including proper allocation of FTE costs to the extent that such FTEs promote other products (including the allocation of sales force effort between first, second and third position detail) or otherwise engage in activities not solely related to the Commercialization of the Product. For clarity, subject to Section 9.5, each Party shall be responsible for and solely bear any Commercialization expenses not contemplated in, or in excess of the agreed amounts set forth in, the approved budget set forth in the Commercialization Plan and Budget or the Global Pricing and Reimbursement Plan and Budget, as applicable.”