Minimum Net Sales means the minimum amount of Net Sales of Products that LICENSEE is required to achieve, and as set forth in Exhibit J attached hereto.
Minimum Net Sales means the Minimum Net Sales specified on Exhibit D which Licensee is required to maintain in each country there listed.
Minimum Net Sales shall have that meaning set forth in Paragraph 3.7 below.
Examples of Minimum Net Sales in a sentence
Except as set forth in Section 8.1, this Agreement may be terminated by Principal upon 120 days prior written notice to Agent after the occurrence of any of the following events: (i) a material change in the management, ownership or control or Agent; or (ii) the aggregate Net Invoice Price or the Products sold by Agent in the Territory in the relevant Contract Period is less than the Minimum Net Sales Target.
The Wholesale Minimum Net Sales are Net Sales to Approved Customers excluding the TB Stores.
If Company has failed to meet the minimum Net Sales amounts set forth in Section 4.02 of the Agreement in any one year and Dartmouth has provided thirty (30) days notice to Company that it intends to terminate the license granted hereunder, Company shall have the right to maintain the license by paying Dartmouth within such thirty (30) day period the royalty it would otherwise be obligated to pay under this Agreement if it had met the Minimum Net Sales amount.
Contract Year Minimum Net Sales Wholesale Minimum Net Sales Year 1 $****** $****** Year 2 $****** $****** Year 3 $****** $****** Year 4 $****** $****** Year 5 $****** $****** Exhibit F Guaranteed Royalty With respect to each Contract Year during the Contract Term, Licensee shall pay to Licensor a percentage of Minimum Net Sales in the form of a Guaranteed Royalty as set forth in the table below.
Such sales are royalty bearing and shall be included in the calculation of Minimum Net Sales.
More Definitions of Minimum Net Sales
Minimum Net Sales means the minimum amount of Net Sales of Licensed Products for the related Annual Period specified in Section 4(e) hereof.
Minimum Net Sales for any Contract Year shall have the meaning as defined in “Exhibit E”.
Minimum Net Sales shall have the meaning ascribed to that term in Section 5.3 hereof.
Minimum Net Sales means, with respect to any period, [***]. “Minimum Net Sales Covenant” has the meaning set forth in Section 10.02. “Minimum Net Sales Cure Right” has the meaning set forth in Section 11.04(a). “Mortgage Deliverables” has the meaning set forth in Section 8.11(b)(iv). “Multiemployer Plan” means any multiemployer plan, as defined in Section 400l(a)(3) of ERISA, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise. “NASDAQ” means The Nasdaq Global Market. “NDA” means a new drug application, submitted to the FDA pursuant to 21 U.S.C. § 355 seeking approval to market a new drug in the United States, or any equivalent application submitted to a Regulatory Authority outside of the United States, and all supplements or amendments thereto. “Net Cash Proceeds” means, (i) with respect to any Casualty Event experienced or suffered by any Obligor or any of its Subsidiaries, the amount of cash proceeds received (directly or indirectly) from time to time by or on behalf of such Person in respect of such Casualty Event after deducting therefrom only (a) reasonable costs and expenses related thereto incurred by such Obligor or such Subsidiary in connection therewith, (b) Taxes (including transfer Taxes or net income Taxes) paid or reasonably expected to be payable in connection therewith, (c) reasonable reserves established for liabilities estimated to be payable in respect of such Casualty Event and deposited into escrow with a third party escrow agent on customary terms or set aside in a Controlled Account and (d) any amounts required to be used to prepay Permitted Indebtedness pursuant to Sections 9.01(j) and 9.01(l) secured by the assets subject to such Casualty Event (other than (x) Indebtedness owing to the Administrative Agent or any Lender under this Agreement or the other Loan Documents and (y) Indebtedness assumed by the purchaser of such asset); and (ii) with respect to any Asset Sale by any Obligor or any of its Subsidiaries, the amount of cash proceeds received (directly or indirectly) from time to time by or on behalf of such Person in respect of such Asset Sale after deducting therefrom only (a) reasonable costs and expenses related thereto incurred by such Obligor or such Subsidiary in connection therewith, (b) Taxes (including transfer Taxes or net income Taxes) paid or reasonably be expected to be payable in connection therewith, (c) reasonable reserves established for liabilities estimated to be payable...
Minimum Net Sales means for each Annual Period the minimum Net Sales set forth in the Business Plans Approved by Company. Net Sales. “Net Sales” shall mean the invoiced amount of Licensed Products shipped or sold by Vendor or any of its Affiliates to non-Affiliate Approved Distributors and Approved Retailers anywhere in the New Territory, less only the following deductions: (i) Returns as specifically permitted hereunder and in Approved Business Plans; (ii) Trade Discounts; (iii) customs, duties or taxes (other than with respect to income) to the extent separately stated on the invoice; and (iv) freight not to exceed actual cost thereof to the extent separately stated on the invoice. Net Sales shall not include testers, samples or miniatures of Licensed Products or other promotional material and non-retail items sold to Approved Distributors or Approved Retailers. New Territory. The term “New Territory” shall mean the world excluding the Territory as defined in the Master Agreement. For purposes of this License Agreement, United States Military Bases and Duty-Free Channels of Distribution shall be included within the New Territory. Recommended Retail Price.“Recommended Retail Price” shall mean (1) the recommended retail price, if any, of each Licensed Product applicable in each jurisdiction in the New Territory, or (2) where, in any particular jurisdiction, recommended retail prices are not permissible under local law, the wholesale price for that jurisdiction together with the xxxx-up customarily used in the relevant jurisdiction to arrive at the retail price. Returns. “Returns” shall mean Licensed Products actually returned to Vendor by customers, multiplied by the unit price actually credited to the customer. The total Returns shall not exceed [-----------]1 of Net Sales per Annual Period. Sales Royalty. “Sales Royalty” shall have the meaning set forth in Section 6.1 of this License Agreement. Term.“Term” shall mean the Initial Term plus any extended term pursuant to Section 9.2 of this License Agreement. Trade Discounts. “Trade Discounts” shall mean discounts from the wholesale prices of the Licensed Products that are customary in the trade and that are actually given by Vendor or its Affiliate. United States Military Bases. “United States Military Bases” shall mean restricted-access retail locations located on or adjacent to United States military bases, wherever located, including those owned or operated by the Army and Air Force Exchange Service (AAFES), the Navy Exc...
Minimum Net Sales for any period shall mean the amount identified as the minimum Net Sales for such period in Exhibit "B" to this Agreement.
Minimum Net Sales means, with respect to each fiscal quarter end where the covenant in Section 10.02 is tested, the amount set forth opposite such date on Schedule 10 under the caption “Minimum Net Sales”.