ALLOCATION MECHANISM Sample Clauses

ALLOCATION MECHANISM. If a Licensed Product is Developed for indications other than the indications constituting a Jointly Funded Product/Indication (whether because Prothena has not Opted In to such other indication or has Opted Out of such other indication), then the Parties shall meet to establish, within [*] after Roche decides to Develop such Licensed Product for such other indication, a mechanism to allocate future Profit and Loss, including Development Costs (to the extent not specifically identifiable to a particular indication) and Royalty Net Sales for the relevant Licensed Products for the indications constituting the Jointly Funded Product/Indication and the other indications for which such Licensed Products are so Developed, to effect the economic intent of this Agreement.

ALLOCATION MECHANISM. So long as no Default or Event of Default is then continuing, the Administrative Borrower may allocate all or a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowing Base of the Canadian Borrowers by providing Agent with five (5) Business Days’ prior written notice of such allocation, which notice shall specify (a) the Dollar Equivalent amount of such Borrowing Base allocation and (b) the effective date of such Borrowing Base allocation; provided that (i) the Administrative Borrower may not allocate any portion of the Canadian Borrowing Base to the U.S. Borrowers and (ii) the ability of the Administrative Borrower to allocate a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowers shall be subject to the limitations contained in Section 10.1.1(e). For so long as a portion of the U.S. Borrowing Base of the U.S. Borrowers is allocated to the Canadian Borrowing Base of the Canadian Borrowers pursuant to the preceding sentence, (a) if the amount of the U.S. Revolver Commitments is less than the amount of the U.S. Borrowing Base (prior to giving effect to such allocation), the U.S. Revolver Commitments shall be deemed to be reduced by the amount of such allocation (and the Allocated U.S. Availability Reserve shall not be in effect) (provided that such deemed reduction shall not apply to any fees payable pursuant to Section 3.2.1(d)) and (b) if the amount of the U.S. Borrowing Base (prior to giving effect to such allocation) is less than the amount of the U.S. Revolver Commitments, the Allocated U.S. Availability Reserve shall be in effect. By providing Agent with five (5) Business Days’ prior written notice, the Administrative Borrower may revoke any such allocation of all or a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowing Base of the Canadian Borrowers.

ALLOCATION MECHANISM. So long as no Default or Event of Default is then continuing, the Administrative Borrower may allocate all or a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowing Base of the Canadian Borrowers by providing Agent with five (5) Business Days’ prior written notice of such allocation, which notice shall specify (a) the Dollar Equivalent amount of such Borrowing Base allocation and (b) the effective date of such Borrowing Base allocation; provided that (i) the Administrative Borrower may not allocate any portion of the Canadian Borrowing Base to the U.S. Borrowers and (ii) the ability of the Administrative Borrower to allocate a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowers shall be subject to the limitations contained in Section 10.1.1(e). For so long as a portion of the U.S. Borrowing Base of the U.S. Borrowers is allocated to the Canadian Borrowing Base of the Canadian Borrowers pursuant to the preceding sentence, (a) if the amount of the U.S. Revolver Commitments is less than the amount of the U.S. Borrowing Base (prior to giving effect to such allocation), the U.S. Revolver Commitments shall be deemed to be reduced by the amount of such allocation (and the Allocated U.S. Availability Reserve shall not be in effect) (provided that such deemed reduction shall not apply to any fees payable pursuant to Section 3.2.1(d)) and (b) if the amount of the U.S. Borrowing Base (prior to giving effect to such allocation) is less than the amount of the U.S. Revolver Commitments, the Allocated U.S. Availability Reserve shall be in effect. By providing Agent with five (5) Business Days’ prior written notice, the Administrative Borrower may revoke any such allocation of all or a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowing Base of the Canadian Borrowers.