Unlicensed Unit Sales definition

Unlicensed Unit Sales and "Barrier Unit Sales" shall be deemed to mean the total grams of the active ingredient itraconazole contained in the third party product (irrespective of dosage form) and the Itraconazole Product (irrespective of dosage form), respectively, as reflected on the label of each such Itraconazole Product and third party product; and (ii) Unlicensed Unit Sales shall be determined by the sales reports of IMS America Ltd. of Plymouth Meeting, Pennsylvania ("IMS") or any successor to IMS or any other independent sales auditing firm selected by Barrier and reasonably acceptable to JPPLP. Barrier shall bear all costs of providing JPPLP with such information. If Barrier is entitled to a royalty reduction based on Unlicensed Unit Sales pursuant to this Section 4.4 for any royalty reporting period, Barrier shall submit the sales report of IMS or such other independent firm, as applicable, for the relevant royalty reporting period to JPPLP, together with Barrier's or its Affiliates' or sublicensees' sales report for the relevant royalty reporting period. Such sales reports for each royalty reporting period in which Barrier is entitled to such royalty reduction shall be submitted with the royalty report for such royalty reporting period submitted pursuant to Section 4.7.

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Unlicensed Unit Sales shall have the meaning set forth in Subsection 3.3(g)(i) hereof.

Unlicensed Unit Sales and "OBI Unit Sales" shall be deemed to mean the total grams of BMP-7 contained in the Third Party product (irrespective of dosage form) and the Licensed Product (irrespective of dosage form), respectively, as reflected on the label of each such Licensed Product and Third Party product; and (ii) Unlicensed Unit Sales shall be determined by the sales reports of IMS America Ltd. of Plymouth Meeting, Pennsylvania ("IMS") or any successor to IMS or any other independent sales auditing firm selected by OBI and reasonably acceptable to CURIS. OBI shall bear all costs of providing CURIS with such information. If OBI is entitled to a royalty reduction based on Unlicensed Unit Sales pursuant to this Section 5.3(b) for any Royalty Reporting Period, OBI shall submit the sales report of IMS or such other independent firm, as applicable, for the relevant Royalty Reporting Period to CURIS, together with OBI's or its Sublicensees' sales report for the relevant Royalty Reporting Period. Such sales reports for each Royalty Reporting Period in which OBI is entitled to such royalty reduction shall be submitted with the royalty report for such Royalty Reporting Period submitted pursuant to Section 5.7.

Examples of Unlicensed Unit Sales in a sentence

• Product in such country in the same royalty reporting period, the royalty rate on Net Sales shall be reduced in such country in accordance with the percentages below and such lower royalty rate shall then apply on the Net Sales in such country as long as the Unlicensed Unit Sales amount to the particular percentage of Barrier's Unit Sales of the Itraconazole Product in such country in the same royalty reporting period.

• Unlicensed Unit Sales Royalty Rate Reduction* (as a % of ▇▇▇▇▇▇▇ Unit Sales) (% of Royalty Rate) ------------------------------ ------------------- [* *] [* *] [* *] [* *] [* *] [* *] * A royalty rate reduction will, however, only be applicable if ▇▇▇▇▇▇▇ also experiences a decrease in Net Sales of the applicable Licensed Product in that country from the Net Sales of the applicable Licensed Product in the same royalty reporting period in the previous calendar year in the same country.

• Unlicensed Unit Sales Royalty Rate Reduction* (as a % of JPPLP Unit Sales) (% of Royalty Rate) ---------------------------- ------------------------ [**] * A royalty rate reduction will, however, only be applicable if JPPLP also experiences a decrease in Net Sales in an amount greater than [**] of the applicable Itraconazole Product in that country from the Net Sales of the applicable Itraconazole Product in the same royalty reporting period in the previous calendar year in the same country.

• Unlicensed Unit Sales Royalty Rate Reduction* (as a % of Barrier's Unit Sales) (% of Royalty Rate) -------------------------------- --------------------------- [**] * A royalty rate reduction will, however, only be applicable if Barrier also experiences a decrease in Net Sales in an amount greater than [**] of the applicable Itraconazole Product in that country from the Net Sales of the applicable Itraconazole Product in the same royalty reporting period in the previous calendar year in the same country.

More Definitions of Unlicensed Unit Sales

Unlicensed Unit Sales and "▇▇▇▇▇▇▇ Unit Sales" shall be deemed to mean the total grams of the Active Compound contained in the Third Party product (irrespective of dosage form) and the Licensed Product (irrespective of dosage form), respectively, as reflected on the label of each such Licensed Product and Third Party product; and (ii) Unlicensed Unit Sales shall be determined by the sales reports of IMS America Ltd. of Plymouth Meeting, Pennsylvania ("IMS") or any successor to IMS or any other independent sales auditing firm selected by ▇▇▇▇▇▇▇ and reasonably acceptable to 3DP. ▇▇▇▇▇▇▇ shall bear all costs of providing 3DP with such information. If ▇▇▇▇▇▇▇ is entitled to a royalty reduction based on Unlicensed Unit Sales pursuant to this Section 5.11.1 for any royalty reporting period, ▇▇▇▇▇▇▇ shall submit the sales report of IMS or such other independent firm, as applicable, for the relevant royalty reporting period to 3DP, together with ▇▇▇▇▇▇▇ 's or its Affiliates' or sublicensees' sales report for the relevant royalty reporting period. Such sales reports for each royalty reporting period in which ▇▇▇▇▇▇▇ is entitled to such royalty reduction shall be submitted with the royalty report for such royalty reporting period submitted pursuant to Section 5.15.