Included Product Payments definition

Included Product Payments means, with respect to any period of determination, the net revenues of the Borrower and its Subsidiaries with respect to Included Products, as reflected on the Borrower's consolidated financial statements for such period, prepared in accordance with GAAP and consistent with past practice; [*****].
Included Product Payments means, with respect to any period of determination, the net revenues of Borrower and its Subsidiaries with respect to the sale of Included Products, as reflected on Borrower’s consolidated financial statements for such period, prepared in accordance with GAAP and consistent with past practice. In calculating Included Product Payments, any transfer from Borrower or one of its Subsidiaries to an Affiliate shall be disclosed in writing by Borrower to Lender and shall, at Lender’s discretion, be disregarded and the calculation shall instead be based on the first transfer to a Third Party.
Included Product Payments means, [***].

Examples of Included Product Payments in a sentence

  • Furthermore, on the last day of each calendar quarter thereafter during which RP103 has not yet received FDA Approval, the percentage of Included Product Payments for purposes of clause (a)(i) of the definition of "Variable Interest" shall be increased by an additional 25 basis points.

  • Each Dyax Entity has paid all sales, use and income taxes on the Included Product Payments when due and is in compliance with all tax laws and regulations.

  • Dyax’s rights in and to the Included Product Payments are valid, subsisting and enforceable.

  • In the event that any Contract Party offsets all or any part of the Included Product Payments against any amounts owed by Dyax to such Contract Party and such offset actually reduces the amount of any payment on the Royalty Interests (any such reduction, a “Payment Shortfall”), Dyax will pay the Buyer the amount of the Payment Shortfall within three (3) Business Days.

  • Neither Borrower nor any of its Subsidiaries has Transferred, or agreed to Transfer, any portion of their respective rights to receive payment of Included Product Payments other than as permitted under this Agreement or to receive payment of royalties owing or to become owing to it under any Material Contracts.

  • Neither Borrower nor any of its Subsidiaries nor, to the Knowledge of Borrower, any Contract Party has taken any action or omitted to take any action, that would materially and adversely impact the right of Lender to take a security interest in the Intellectual Property, the sale of the Included Products or the Included Product Payments, and no such action or omission has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • No Person other than Borrower and its Subsidiaries has any right to receive the payments payable under any Material Contract, other than (a) in respect of the Included Product Payments, Lender, and, (b) in respect of Material Contracts where Borrower or any of its Subsidiaries is the licensee or payor, the applicable Contract Parties to such Material Contracts.

  • Neither Borrower nor any of its Subsidiaries has received any notice citing action or inaction by Borrower or any of its Subsidiaries that would constitute any material non-compliance with any applicable Laws and, to the Knowledge of Borrower, no prospective change in any applicable Law has been adopted that, when made effective, would have a material and adverse effect on the Included Product Payments.

  • From and after the Multiple Stepdown Date, if any, the Revenue Interest Payments shall be reduced to, and Investor will receive 0.5% of Included Product Payments solely related to Sumavel DosePro and ZX002, until the Maturity Date.

  • The Included Product Payments constituting Collateral granted to the Lender on the Closing Date have not been pledged, sold, assigned, transferred, conveyed or granted by [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


More Definitions of Included Product Payments

Included Product Payments means (i) the running royalties paid or owed by Licensee on account of Net Sales of Products in Japan pursuant to Section 5.3 of the License Agreement (including running royalties relating to any damage awards or settlements that are treated as giving rise to running royalties with respect to Net Sales of Products in Japan pursuant to clause “3)” of Section 8.7.2 of the License Agreement), (ii) any milestone payments paid by Licensee pursuant to Section 5.2.2 of the License Agreement (irrespective of whether the applicable milestone target triggering such payment [***]), (iii) In Lieu of Payments on account of Net Sales of Products in Japan, (iv) any additional payments made to Seller in connection with any modifications, amendments or waivers of the License Agreement that either (A) expressly modify the timing or amount of the Royalty Interest Payments or the Exploitation of Products in Japan or (B) have the purpose, in whole or in part, of modifying either the timing or amount of the Royalty Interest Payments or the Exploitation of Products in Japan and (v) any interest on the amounts referred to in clauses (i)–(iv) above paid or owed by Licensee pursuant to Section 5.5.7 of the License Agreement. Included Product Payments shall be calculated after giving effect to all Applicable Deductions applicable thereto. In addition, for purposes of calculating the running royalties in clause (i) above, the portion of running royalties paid or owed by Licensee pursuant to Section 5.3 of the License Agreement that are “on account of Net Sales of Products in Japan” for a given period shall be determined by multiplying (A) the running royalties paid or owed by Licensee on account of Net Sales of Products in the Territory pursuant to Section 5.3 of the License Agreement, times (B) [***] for such period. As used in the preceding sentence, “Territory” has the meaning given to it in the License Agreement. Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Included Product Payments means, with respect to any period of determination and without duplication, the sum of:
Included Product Payments means (i) Direct Product Sales, (ii) Co-Promotion Revenues and (iii) Out-License Revenues. For clarity, amounts paid or received by Zogenix shall only be included in clause (i), (ii) or (iii) hereunder and shall not be included in more than one clause.
Included Product Payments with respect to the Included Products and the Additional Included Products means, for any period of determination, the sum of the following for such period: (i) the amounts actually received by the Company or any of its Affiliates to a Third Party with respect to the sale of Included Products and the Additional Included Products by the Company or any of its Affiliates in the Territory, (ii) the amounts actually received by the Company or any of its Affiliates from a Third Party retained by the Company to distribute or sell the Included Products and/or the Additional Included Products in the Territory (including any amounts actually received by the Company or its Affiliates under License Agreements), and (iii) collections in respect of write-offs or allowances for bad debts in respect of items described in the preceding clauses (i) and (ii). For the avoidance of doubt and without limitation of the foregoing, Included Product Payments shall include (A) all amounts actually received by the Company or any of its Affiliates from a Third Party in connection with any marketing, royalty or manufacturing arrangement with respect to the Included Products or the Additional Included Products in the Territory and (B) all amounts received in respect of any settlements, licenses or cross-licenses of the Intellectual Property. For further avoidance of doubt, Included Product Payments shall not include amounts paid by BioForm Medical Inc. to the Company through the date of this Agreement pursuant to the Settlement and License Agreement, dated October 31, 2005, and the Second License Agreement, dated September 21, 2007.
Included Product Payments mean collectively the Included Royalty Interest and the Revenue Interest.

Related to Included Product Payments

  • Excluded Products means the items described on the applicable restricted products per country, any other applicable Program Policy, or any other information made available to you by LINIO.

  • Back Ordered Products If product is not expected to ship within the time provided to the TIPS Member by the Vendor, the Member is to be notified within 3 business days and appropriate action taken based on customer request. TIPS Vendor Agreement Signature Form RFP 200401 Food Service Equipment, Chemicals, Supplies and Services Parts Town, LLC dba Heritage Food Service Group, LLC Company Name Address 0000 Xxxxxxxxx Xxxx City Fort Xxxxx State IN Zip 46808 Phone 000-000-0000 Fax 000-000-0000 Email of Authorized Representative XxxxxxxxXxxxxxxx@xxxx.xxx Name of Authorized Representative Xxxx Xxxxxx Title Customer Service Manager Signature of Authorized Representative 5/1/2020 TIPS Authorized Representative Name TIPS Authorized Representative Signature Approved by ESC Region 8 Date пͿлмͿлйлй TIPS VENDORS RESPOND TO ATTRIBUTE QUESTIONS AS PART OF TIPS COMPETITIVE SOLICITATION PROCESS. THE VENDOR’S RESPONSES TO ATTRIBUTE QUESTIONS ARE INCLUDED HEREIN AS “SUPPLIER RESPONSE.” PLEASE BE ADVISED THAT DEVIATIONS, IF ANY, IN VENDOR’S RESPONSE TO ATTRIBUTE QUESTIONS MAY NOT REFLECT VENDOR’S FINAL ATTRIBUTE RESPONSE, WHICH IS SUBJECT TO NEGOTIATIONS PRIOR TO AWARD. PLEASE CONTACT THE TIPS OFFICE AT 866-839- 8477 WITH QUESTIONS OR CONCERNS REGARDING VENDOR ATTRIBUTE RESPONSE DEVIATIONS. PLEASE KEEP IN MIND THAT TIPS DOES NOT PROVIDE LEGAL COUNSEL TO MEMBERS. TIPS RECOMMENDS THAT YOU CONSULT YOUR LEGAL COUNSEL WHEN EXECUTING CONTRACTS WITH OR MAKING PURCHASES FROM TIPS VENDORS. Number: 200401 Addendum 1 Title: Food Service Equipment, Chemicals, Supplies and Services Type: Request for Proposal Issue Date: 4/2/2020 Deadline: 5/15/2020 03:00 PM (CT) Address: Region 8 Education Service Center 0000 XX Xxxxxxx 000 Xxxxx Xxxxxxxxx, XX 00000 Phone: +0 (000) 000-0000 Email: xxxx@xxxx-xxx.xxx Address: 0000 Xxxxxxxxx Xxxx Xxxx Xxxxx, IN 46808 Phone: (000) 000-0000 Fax: (000) 000-0000 Toll Free: (000) 000-0000 By submitting your response, you certify that you are authorized to represent and bind your company.

  • Combination Products means COBI Combination Products, EVG Combination Products, TDF Combination Products, TAF Combination Products and Quad Product.

  • Refined Products means gasoline, diesel fuel, jet fuel, asphalt and asphalt products, and other refined products of crude oil.

  • Designated Products means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use.

  • Covered Products means Your Applications, Libraries, Passes, Safari Extensions, Safari Push Notifications, and/or FPS implementations developed under this Agreement.

  • Restricted Products means any product, device, equipment or machinery researched into, developed, manufactured, supplied, marketed, distributed or sold by the Company and with which the duties of the Executive were materially concerned or for which he was responsible during the Relevant Period, or any products, equipment or machinery of the same type or materially similar to those products, equipment or machinery;

  • Approved Product means any water fitting, plumbing product, material or component which is the subject of an existing WRAS Approval;

  • Product Inventory means all inventory of the Product owned by Seller or its Affiliates as of the Closing, including raw materials, work-in-process, bulk form drug and finished Product.

  • Combination Product means any combination of the Product with one (1) or more other active ingredients, products or services that is not the Product, where such products are sold either as a fixed dose/unit or as separate doses/units in a single package for a single price.

  • Finished Products means any one or more of the following petroleum oils, or a mixture or combination of these oils, to be used without further processing except blending by mechanical means:

  • Bundled Product means Product sold together with any other product(s) or service(s) at a single unit price, whether packaged together or separately, and which other product(s) or service(s) have material independent value from Product itself.

  • Royalty Product means, either (a) an Alnylam Royalty Product, or (b) an Inex Royalty Product.

  • Milk product or "dairy product" means cottage cheese, dry curd cottage cheese, reduced fat cottage cheese, lowfat cottage cheese, cream, light cream, light whipping cream, heavy cream, heavy whipping cream, whipped cream, whipped light cream, sour cream, acidified sour cream, cultured sour cream, half-and-half, sour half-and-half, acidified sour half-and-half, cultured sour half-and-half, reconstituted or recombined milk and milk products, concentrated milk, concentrated milk products, skim milk, lowfat milk, frozen milk concentrate, flavored milk, eggnog, buttermilk, cultured milk, cultured lowfat milk, cultured skim milk, yogurt, lowfat yogurt, nonfat yogurt, acidified milk, acidified lowfat milk, acidified skim milk, low-sodium milk, low-sodium lowfat milk, low-sodium skim milk, lactose-reduced milk, lactose-reduced lowfat milk, lactose-reduced skim milk, aseptically processed and packaged milk, milk products with added safe and suitable microbial organisms, and any other milk product made by the addition or subtraction of milkfat or addition of safe and suitable optional ingredients for protein, vitamin, or mineral fortification. Unless a product is considered a milk product under this subdivision, milk product does not include dietary products, infant formula, ice cream or other desserts, cheese, or butter. Milk products include the following:

  • SAP Products means Software, Documentation, SAP Materials, Services, Subscription Services, Cloud Services and Maintenance Services. “SAP SDK” means SAP software development kit that includes tools such as APIs, source code, redistributable files and instructions. “Services” means SAP’s then-current services offered under and described in detail in the applicable SAP PartnerEdge Model.

  • Covered Product The consumer product that You purchased concurrently with and is covered by this Agreement.

  • Additional Products means products, services and applications that are not part of the Services but that may be accessible, via the Admin Console or otherwise, for use with the Services.

  • Existing Products Tangible Products and intangible licensed Products that exist prior to the commencement of work under the contract. Existing Products must be identified on the Product prior to commencement of work or else will be presumed to be Custom Products.

  • Licensed Products means tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

  • Excluded Inventory means any of the following inventory of goods, merchandise, or other inventory of Seller located at the Leased Premises: (a) all items in the Fresh Departments;

  • Finished Product means a cannabis product in its final form to be sold at a retail premises.

  • Hemp products means all products made from industrial hemp,

  • Tobacco products means cigars, cigarettes, cheroots, stogies, periques, granulated, plug cut, crimp cut, ready rubbed, and other smoking tobacco, snuff, snuff flour, moist snuff, cavendish, ping and twist tobacco, fine-cut and other chewing tobaccos, shorts, refuse scraps, clippings, cuttings and sweepings of tobacco, and other kinds and forms of tobacco, prepared in such manner as to be suitable for chewing or smoking in a pipe or otherwise, or both for chewing and smoking.

  • Recycled product means a product containing recovered material, or post-consumer recovered material, or both.

  • Background concentration means such concentration of that substance as is present in:

  • Terminated Product has the meaning set forth in Section 11.3.1.