COGS Savings definition

COGS Savings means the amount of COGS saved in the production of an Improved Product, as determined by subtracting the actual COGS of the Improved Product at the time of its respective sale (including any manufacturing royalties paid to any Third Parties) from the COGS of the Existing Product prior to it being improved under the Fibroblast Program (including any manufacturing royalties paid to any Third Parties). In accord with this Section 1.8, Fibrocell may exclude from COGS Savings any amount of saved COGS that is attributable to a COGS improvement realized in the Improved Product through Fibrocell’s efforts independent of the Fibroblast Program and without use of the Intrexon Channel Technology, Intrexon IP, and Intrexon Materials. Before Fibrocell may exclude any amount from COGS Savings under the previous sentence, (i) Fibrocell must provide in advance of any payment due under Section 5.3(c) written documentation to the JSC identifying, and supplying a supporting calculation evidencing, any amount it believes should be excluded from COGS Savings, and (ii) the final amount that will ultimately be excluded will be established by mutual agreement of the Parties. For clarity, the mechanism of the previous sentence for establishing the final amount of any exclusion from COGS Savings is not subject to final decision making authority of the JSC or any other Committee, and if mutual agreement of the Parties cannot be reached any dispute will be resolved in accord with Article 11. Any caclulation by the Parties of COGS Savings under this Agreement shall apply consistent calculations to both the Existing Product and the Improved Product, and shall be exclusive of any payments made to Intrexon pursuant to Section 4.7 and Section 5.3.
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COGS Savings means the aggregate amount of COGS directly achieved in connection with the use of Intrexon Channel Technology, Intrexon IP, or the Intrexon Materials to manufacture an Improved Product, determined on the date of first use of such Intrexon Channel Technology, Intrexon IP, or the Intrexon Materials in the manufacture of the Improved Product by subtracting the COGS of the Improved Product from the COGS of the Existing Product. For purposes of such determination, COGS Savings shall not include the amount of COGS saved in connection with the manufacture of an Improved Product that is attributable to any technology, know-how or materials other than the Intrexon Channel Technology, Intrexon IP, and Intrexon Materials and which was identified, implemented, or selected independent of Intrexon. OvaScience shall provide written documentation to the JSC identifying, and supplying a supporting calculation reasonably evidencing, any savings amount it believes should be excluded from COGS Savings under the prior sentence, and the actual amount of COGS excluded from COGS Savings will be established by the JSC. For clarity, the mechanism of the previous sentence for establishing the final amount of any exclusion from COGS Savings is not subject to final decision making authority of the JSC or any other Committee, and if mutual agreement of the Parties cannot be reached any dispute will be resolved in accord with Section 11.2 and any calculation by the Parties of COGS Savings under this Agreement shall be applied consistently to both the Existing Product and the Improved Product. For purposes of clarity, an example showing how the amount of COGS Savings could be determined is attached hereto as Schedule 1.
Sample 1

Examples of COGS Savings in a sentence

  • No later than [***] ([***]) days after each calendar quarter in which there were COGS Savings realized by OvaScience (including permitted Affiliates and sublicensees thereof) from the sale of any Improved Product in the Field, OvaScience shall pay to Intrexon a royalty equal to [***] percent ([***]%) of the COGS Savings.

Related to COGS Savings

  • Savings Plan or "plans" means a plan that provides different investment strategies and allows account distributions for qualified higher education expenses.

  • Pro Forma Cost Savings means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by Lead Borrower (or any successor thereto) or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action; provided that (a) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Lead Borrower (or any successor thereto)) and are reasonably anticipated to be realized within 24 months after the date of such pro forma calculation and (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 24 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.

  • Medical savings account means an account exempt from federal income taxation pursuant to Section 220 of the United States Internal Revenue Code (26 U.S.C. § 220).

  • Plan for moderate income housing means a written document adopted by

  • Disposable earnings means that part of the earnings of an

  • Disposable income means that part of the income due and payable of any individual remaining