Net Revenue Adjustment. In the event that less than ****** of Debiotech Micro-Needle Products placed or sold by Animas Group in any given Year are placed or sold through its direct sales force, the parties shall negotiate in good faith an appropriate correction factor of the Net Revenue for that Year, which correction factor shall increase royalty payments payable to Debiotech to compensate, in part, for the reduced average selling prices of Debiotech Micro-Needle Products, and hence royalties to Debiotech, as a result of the lower percentage of direct sales. The parties in such negotiation shall consider a correction factor to provide for what the average selling price of Debiotech Micro-Needle Products would have been had Animas Group sold at least ****** of Debiotech Micro-Needle Products through its direct sales force; provided that the gross margin percentage of Debiotech Micro-Needle Products, in aggregate, sold by Animas Group after the increased royalties does not fall below customary gross margin percentages for manufacturers in the med-tech industry providing similar levels of customer service, have similar mix of direct versus indirect sales, and perform similar levels of R&D activities. Following any Change of Control, the correction factor shall apply without regard to its impact on gross margin. If the parties are unable to agree on a correction, either party may require that the matter be determined by binding baseball arbitration pursuant to Section 16.2 of this Agreement.
Net Revenue Adjustment. The amount of Net Revenue earned by Syngenta on a Syngenta Product shall be adjusted for purposes of calculation of royalties under Section 6.1 and 6.2 where sales or other revenue is not directly and solely attributable to such Syngenta Product (e.g. where traits are stacked or where seed and chemicals are sold together). In this event, the Parties shall negotiate in good faith to allocate a portion of such sales or other revenue that is attributable to the value of the Syngenta Product. Revenue used for calculation of the Net Revenue for the royalty and cumulative royalty calculations under Section 6.1 and 6.2 shall be as determined by agreement by the Parties pursuant to this Section 6.3 or, failing such agreement, pursuant to the arbitration provisions set forth in Section 13.
Net Revenue Adjustment. In calculating revenue coverage for purposes of the issuance of additional parity or subordinate xxxx xxxxx, the Governmental Agency may adjust Net Revenue to reflect any rate increases adopted in connection with the issuance of additional obligations by adding to the actual Net Revenue for the period examined an estimated sum equal to 100% of the estimated increase in Net Revenue that would have been realized during such period had the adopted rate increase been in effect during all of such period.
Net Revenue Adjustment. The amount of Net Revenue earned by Syngenta on a Syngenta Product shall be reduced for purposes of the calculation of royalties under Section 6.3 (a) where sales or other revenue is not directly and solely attributable to such Product (e.g. where traits related to the Syngenta Exclusive Field are stacked or where seed and chemicals are sold together) or (b) where royalties or fees are payable by Syngenta to a Third Party for use of its intellectual property to optimize, enhance or modify the Biomolecule to create such Product. In this event, the Parties shall negotiate in good faith, in the case of clause (a), to allocate a portion of such sales or other revenue that is attributable to the value of the Syngenta Product, and, in the case of clause (b), to reduce the royalties due hereunder by […***…] of such royalties or fees payable to such Third Party. Revenue used for calculation of the Net Revenue for the royalty calculations under Section 6.3 shall be as determined by agreement by the Parties pursuant to this Section 6.4 or, failing such agreement, pursuant to the arbitration provisions set forth in Section 13. This Section 6.4 is not intended to adjust for the same factors that are addressed in Section 6.3(c) and Section 6.3(d).
Net Revenue Adjustment. In the event that less than ****** of Debiotech Pumps placed to end-users or sold by Animas Group in any given Year are placed to end-users or sold through its direct sales force, the parties shall negotiate in good faith an appropriate correction factor of the Net Revenue for that Year, which correction factor shall increase royalty payments payable to Debiotech to compensate, in part, for the reduced average selling prices of Debiotech Pumps, and hence royalties to Debiotech, as a result of the lower percentage of direct sales. The parties in such negotiations shall consider a correction factor to provide for what the average selling price of Pump Products would have been had Animas Group sold at least ****** of Debiotech Pumps through its direct sales force; provided that the gross margin percentage of Pump Products, in aggregate, sold by Animas Group after the increased royalties does not fall below customary gross margin percentages for manufacturers in the med-tech industry that provide similar levels of customer service, have similar mix of direct versus indirect sales, and perform similar levels of R&D activities. Following any Change of Control, the correction factor shall apply without regard to its impact on gross margin. If the parties are unable to agree on a correction, either party may require that the matter be determined by binding baseball arbitration pursuant to Section 16.2 of this Agreement.
Net Revenue Adjustment. (a) In connection with the fiscal year ended December 31, 2002, the Parent and its independent public accountants shall prepare audited financial statements for the Surviving Corporation (the "2002 Audited Financial Statements"). The 2002 Audited Financial Statements shall be prepared in accordance with GAAP and shall be accompanied by a certificate of an appropriate executive officer of the Surviving Corporation to the effect that the 2002 Audited Financial Statements present fairly, in accordance with GAAP, the financial condition of the Surviving Corporation as of the close of business on December 31, 2002. The decision of the Parent's independent public accountants with respect to the 2002 Audited Financial Statements shall be final and binding. All of the fees and expenses of the Parent's independent public accountants incurred in connection with this Section 3.4 shall be paid by the Parent.
Net Revenue Adjustment. Notwithstanding anything to the contrary herein, the Warrant Price shall be automatically reduced to $1.20 per share (subject to further adjustment as set forth in Section 11(a) or reductions as set forth in Section 11(b)) if the Company’s net revenues on a consolidated basis are less than $3,500,000 in either of the Company’s fiscal quarters ended December 28, 2003 or March 28, 2004. Such adjustment, if any, shall be effective as of the date the Company’s Quarterly Report on Form 10-Q related to such fiscal quarter is filed with the Securities and Exchange Commission.
