Chargeable Transaction definition

Chargeable Transaction the manufacture, use, sale or other disposal of a Product by the Licensee or Sub-licensee, provided always where such sale or other disposal is made by the Licensee or Sub-licensee to another company within its Group for further sale or disposal then the Chargeable Transaction shall be the first sale or other disposal outside that Group provided further that neither use of Product in research or clinical trials nor distribution of samples as part of Product promotion shall be deemed Chargeable Transactions as long as no consideration of any nature whatsoever is received by the Licensee, Sub-licensee or any Group Company in relation thereto and provided always that if on the sale or other disposal of Product by or on behalf of the Licensee, Sub-licensee or relevant Group company (as the case may be) the Product is not in Final Form then the Chargeable Transaction shall be the first sale of Product which is in Final Form;
Chargeable Transaction means the sale or other disposal of a Licensed Product by or on behalf of the Licensee or a Sub-licensee or their respective Affiliates during the longer of the following periods, namely:
Chargeable Transaction the use sale or other disposal of a Product by or on behalf of the Licensee or sub-licensee, provided that where such sale or other disposal is made by or on behalf of the Licensee or sub-licensee to another company within its Group for further sale or disposal then the Chargeable Transaction shall be the first sale or other disposal outside that Group provided further that neither use of Product in clinical trials nor distribution of Samples as part of the Product promotion shall be deemed Chargeable Transactions as long as no consideration is received by the Licensee, sub-licensee or any Group Company in relation thereto, and provided always that if on the sale or disposal of Product by or on behalf of the Licensee, sub-licensee or relevant Group Company (as the case may be) the Product is not in Final Form then the Chargeable Transaction shall be the first sale of Product which is in Final Form;

Examples of Chargeable Transaction in a sentence

  • LenSx’s Proposed ConstructionSupport1.4 “Chargeable Transaction” means the sale or other disposal of a Product or sublicense to use a Method by or on behalf of LenSx or a sub-licensee of LenSx during the Royalty Term, provided that where such sale or other disposal is made by or on behalf of a sub-licensee for further sale or disposal, then the Chargeable Transaction shall be the first sale or other disposal to a Third Party.

  • Subject to Clause 11.3, this Clause 11.2 shall not remove the obligation of the Licensee to continue to pay royalties on such Licensed Products if their manufacture constitutes a Chargeable Transaction or if the sale in that country occurs within the period of [*] years from the First Commercial Sale.


More Definitions of Chargeable Transaction

Chargeable Transaction means the sale or other disposal of a Product by or on behalf of Novacea or a sub-licensee or Affiliate of Novacea during the Royalty Term provided that where such sale or other disposal is made by or on behalf of Novacea or a sub-licensee or Affiliate for further sale or disposal then the Chargeable Transaction shall be the first sale or other disposal to a Third Party outside that group, and provided always that if on the sale or disposal of Products by or on behalf of Novacea or a sub-licensee or Affiliate of Novacea (as the case may be) the Product is not Final Product then the Chargeable Transaction shall be the first sale of Product which is in Final Product form.
Chargeable Transaction shall have the meaning ascribed in Clause 3.3.
Chargeable Transaction shall refer to a hotel reservation for which a Commission Payment is due to a travel agency and which is reported on a Settlement Statement sent by Citibank to the travel agency pursuant to this Agreement, including any adjustments which result in a change in the amount of the Commission Payment. "Chargeable Transactions" shall not include No Shows, Cancellations or Non-Commissionable Stays, as such terms are defined in the Procedures. Client shall pay Transaction Fees with its remittance for the corresponding Commission Payments.
Chargeable Transaction shall refer to a hotel reservation for which a Commission Payment is due to a travel agency and which is reported on a Settlement Statement sent by Citibank to the travel agency pursuant to this Agreement, including any adjustments which result in a change in the amount of the Commission Payment. "Chargeable Transactions" shall not include No Shows, Cancellations or Non-Commissionable Stays, as such terms are defined in the Procedures. Client shall pay Transaction Fees with its remittance for the corresponding Commission Payments. o Non-Chargeable Transaction Charge (Non-Chargeable Transaction Ratio to Total Transactions less than 50%) No Charge o Non-Chargeable Transaction Charge (Non-Chargeable Transaction Ratio to Total Transactions equal to or greater than 50%) $.075/Transaction o Mail Expenses At Cost o EFT (ACH) Payments (with Payment Advice) $.25/Payment o EFT (ACH) Payments (without Payment Advice) $.15/Payment o Diskette Production $10.00/Diskette o Mail Inserts $4.00/Thousand Inserts o Special Reports/Special Processing Runs o Test Market Module - Programming & Development $25,000 - Processing Runs (each cycle) $ 1,000 o Electronic Media Module - Programming & Development $18,000 o Fee Billing Module - Programming & Development $30,000 o VAT Tax Module - Programming & Development $15,000 o Customer Service System Input Module - Programming & Development $17,000

Related to Chargeable Transaction

  • Reportable Transaction means any transaction listed in Treasury Regulation Section 1.6011-4(b).

  • Eligible Transactions means any retail transactions for the purchase of goods and/or services successfully charged to your Principal Credit Card and which are posted on UOB’s systems but excluding the Excluded Transactions (as defined below). For the avoidance of doubt, Eligible Transactions made in foreign currencies will be converted into Singapore dollars based on UOB’s then prevailing exchange rate applicable at the time of exchange. The transaction amount posted in your Principal Credit Card account will be used for the purposes of computing the Qualifying Spend amount for this Promotion.

  • Eligible Transaction means any transaction,—

  • Disclosable transaction means any transaction in a security pursuant to which an access person would have a beneficial ownership.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Transaction Fees means fees paid or payable by the Service Recipients, which are on market terms, with respect to financial advisory services ordinarily carried out by investment banks in the context of mergers and acquisitions transactions.

  • Final Transaction Expenses has the meaning set forth in Section 3.2(b).

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Unpaid Transaction Expenses has the meaning specified in Section 2.4(c).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Company Transaction Expenses means, all fees, commissions, costs and expenses incurred by the Company or any of its Subsidiaries on or prior to the Closing or by any other Person (to the extent the Company or any of its Subsidiaries is obligated to pay such fees, commissions, costs and expenses incurred by such Person) in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby to the extent not paid in full at or prior to the Closing, including: (a) stay bonuses, sale bonuses or payments, change of control bonuses or payments, retention bonuses or payments, transaction bonuses or payments or similar arrangements, bonuses or payments that become payable by the Company or any Subsidiary in connection with the negotiation, execution and/or delivery of this Agreement, any Transaction Document or the consummation of the transactions contemplated hereby or thereby (a “Change of Control Trigger”), including the employer portion of any payroll Taxes relating thereto, but, for the avoidance of doubt, shall not include any bonuses or payments that only become payable as a result of both (i) the Change of Control Trigger and (ii) the occurrence of a termination of employment after the Closing or any other event or circumstances resulting from actions taken by Purchaser or its subsidiaries (including the Surviving Corporation or any of its subsidiaries) after Closing (for the avoidance of doubt, this clause (a) shall not be deemed to include any of the employment agreements set forth on items 1-3 of Section 4.11(a)(xiv) of the Schedules), (b) all costs, commissions, fees and expenses of the Company or any Subsidiary incurred in connection with the negotiation, preparation, execution and/or delivery of this Agreement or any Transaction Document, any offering or marketing materials or the consummation of the transactions contemplated hereby, including any investment banking, accounting, consulting, broker, finder, advisory, attorney and other professional and other costs, fees and expenses (including all Banker Fees), (c) the employer’s portion of Social Security, Medicare, FUTA, and other payroll Taxes attributable to or associated with the exercise, payout or cancellation of any Options in connection with the transactions contemplated hereby, (d) one-half of the filing fees under the HSR Act or any other filing fees required by any Foreign Antitrust Law, (e) one-half of the D&O Tail Premium, (f) one-half of the Transfer Taxes in accordance with Section 6.11(c) and (g) one-half of the fees payable to the Escrow Agent and the Paying Agent. For the avoidance of doubt, notwithstanding the foregoing, Company Transaction Expenses shall not be deemed or construed to include any amounts payable with respect to Options as described in Section 2.04 hereof, other than with respect to Taxes described in the foregoing clause (c).

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Permitted Tax Restructuring means any reorganizations and other activities related to tax planning and tax reorganization (as determined by the Company in good faith) so long as such Permitted Tax Restructuring is not materially adverse to the Holders of the Notes.

  • Related Transactions Documents means the Loan Documents, and all other agreements or instruments executed in connection with the Related Transactions.

  • Restructuring Costs means the costs, including both direct and indirect, of restructuring activities. Restructuring costs that may be allowed include, but are not limited to, severance pay for employees, early retirement incentive payments for employees, employee retraining costs, relocation expense for retained employees, and relocation and rearrangement of plant and equipment. For purposes of this definition, if restructuring costs associated with external restructuring activities allocated to DoD contracts are less than $2.5 million, the costs shall not be subject to the audit, review, and determination requirements of paragraph (c)(4) of this subsection; instead, the normal rules for determining cost allowability in accordance with FAR Part 31 shall apply.

  • Transaction Expenses means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transaction, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Excluded Transactions means:

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.