Projected Net Sales definition
Examples of Projected Net Sales in a sentence
Projected Net Sales prepared by NOVACEA in accordance with the foregoing in this Article 9, other than Projected Net Sales for the then current Commercial Year, shall be adjusted from time to time in the affected country of the NOVACEA Territory in the event that either Party reasonably demonstrates there has been any material change in any of the key assumptions set forth in Section III of Schedule 9.1.1 (a) or Schedule 9.1.1(b) (the “Key Assumptions”), as applicable.
Such Canadian Projected Net Sales and underlying assumptions shall be appended to and made a part of this Agreement for all purposes as Schedule 9.1.1(b) hereto.
In the event the Parties disagree on (i) any adjustment to Projected Net Sales pursuant to Section 9.3.1 above, or (ii) the minimum Net Sales requirements or development, regulatory or sales milestone payments with respect to the Licensed Product or an Improvement outside of the Cancer Field pursuant to Section 5.10 above, the matter shall be referred to an independent expert selected by both Parties (the “Outside Expert”).
For purposes of calculating the Certain Shared Commercial Expenses [***], the Projected Net Sales shall be used to calculate the applicable the Certain Shared Commercial Expenses [***] in the Quarter in accordance with the [***] set forth in Section 9.5.1 [***] Inclusion).
If ▇▇▇▇▇▇ ▇▇▇▇▇ is unable to provide NOVACEA with NOVACEA’s requirements of Licensed Product for sale in the USA and Canada pursuant to the Supply Agreement, then the Minimum Sales shall be adjusted by the effect thereof on NOVACEA’s Projected Net Sales.
Notwithstanding anything to the contrary set forth in this Agreement, in the event the Parties disagree on whether there was any material change in any of the Key Assumptions or in the appropriate amount of any resulting adjustment to Projected Net Sales, then the dispute shall be resolved pursuant to Section 22.4 below.
So that there exists at all times Projected Net Sales for five (5) Commercial Years for each country of the NOVACEA Territory, no later than ninety (90) days prior to the end of each Commercial Year, the Parties shall meet through the JCC in order to discuss and agree to the Projected Net Sales for the fifth Commercial Year following each such Commercial Year, which Projected Net Sales shall be based on the assumptions set forth on Schedule 9.1.1(a) or Schedule 9.1.1(b) attached hereto, as the case may be.
For all purposes under this Agreement “Minimum Sales” for the Licensed Product in the Cancer Field in any Commercial Year in any county of the NOVACEA Territory shall mean [*] percent ([*]%) of Projected Net Sales for such country for any such Commercial Year; provided, however that Minimum Net Sales shall not exceed $[*] in any Commercial Year, irrespective of any adjustment of Projected Net Sales pursuant to Section 9.3.1 below.
In connection with the establishment of any Development Plan for Canada pursuant to Section 5.1.2 above, NOVACEA shall prepare Projected Net Sales for the first six (6) Commercial Years for Canada and set forth the assumptions underlying such Projected Net Sales.
The Bioreactor Patent Application is not material to Ortec's business or its ability to achieve its Projected Net Sales.