Bundled Sales. In the event that Merck, its Affiliate or Sublicensee sells Products to a Third Party to whom it also sells other products, the price for the Product shall not be established such that Net Sales is below fair market value with the intent of increasing market share for other products sold by Merck or its Affiliate to such Third Party or for the purpose of reducing the amount of royalty payable on the Net Sales from the sale of the Product. If the sale of the Product under such circumstances results in Net Sales below the fair market value for such Product, then the Net Sales of the Product in such transaction shall be deemed to be such fair market value for purposes of calculating payments owed to Acumen under this Agreement. In the event that the Parties hereto have been unable to agree upon such a fair market value, then upon the request of either Party such matter shall be resolved in accordance with Section 14.2 below. For purposes of this Section, “fair market value” shall be determined with relation to a particular country, market segment, indication, finished dosage form, the existence of competition, and other relevant factors, and will change over time, reflecting among other things changes in the status of the Product in its life cycle and the market(s) involved.
Bundled Sales. Notwithstanding Section 9.3 above, after the completion of Commercialization Year 1 and at any time Evolus may determine thereafter, Evolus, at its sole discretion, may allow DISTRIBUTOR to enter into multi-year “bundling” agreements (“Bundle Agreements”) with customers of the Agreement Products in the Territory whereby customers would purchase a bundle of products that include the Agreement Products. During Commercialization Year 1, DISTRIBUTOR may expressly enter into Bundle Agreements with a maximum term of three years and EVOLUS shall have the obligations to deliver the Agreement Products at the Transfer Price set forth on Exhibit C regardless of whether the Term of this Agreement has ended. After Commercialization Year 1, EVOLUS, in its sole discretion , may allow DISTRIBUTOR to enter into additional Bundle Agreements, the parties will mutually agree on, among other things, (a) the length of such Bundle Agreements, which may extend beyond the Term of the Agreement, (b) the purchase price of the Agreement Products after the expiration of the Term (for the avoidance of doubt, during the Term of the Agreement, the purchase price for the Agreement Products shall be the Transfer Price as set forth on Exhibit C), and (c) any terms and conditions for the Bundle Agreements. In the Event that DISTRIBUTOR and EVOLUS mutually agree to the terms of a Bundle Agreement beyond Commercialization Year 1, EVOLUS shall have the Confidential treatment has been requested for portions of this exhibit under 17 C.F.R. Sections §§ 200.80(b)(4) and 230.406. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. obligation to deliver the Agreement Products on the terms agreed to by the parties. For the avoidance of doubt, samples shall expressly not be available for bundling in any Bundle Agreements.
Bundled Sales. If the Product is sold or otherwise transferred as part of a package with other products, the Net Outside Sales for such Product shall be the Net Outside Sales applicable to such Product as if sold separately, less the pro-rata amount of any discount associated with the package. The operation of the calculations in this Section IV(E)(2) is demonstrated by the examples set forth in Schedule IV(E)(2).
Bundled Sales. In the event that Oracle or its Distributor grants sublicenses for ISI Member Programs with Oracle product licenses and Technical Support Services for a single price, Oracle shall pay ISI Member Technical Support Fees pursuant to this Section 8.2 unless otherwise agreed to in writing by the parties in advance.
Bundled Sales. In the case of a Bundled Sale, the gross invoiced price from the sale of the Company Product shall be determined by first calculating the average selling price for each product included in the Bundled Sale, in the country of sale, during the one-month period ending on the day immediately preceding the first day of the accounting month in which the Bundled Sale occurred. The gross invoiced price from the sale of the Company Product shall be determined by using the ratio of individual average selling price to allocate the Bundled Sale's gross invoiced price. For example, if a Bundled Sale included both the Company Product, whose average selling price in the country of sale was $1,000, and one Non-Eligible Product whose average selling price in the country of sale was $2,000, and the Bundled Sale gross invoiced price was $2,500, then the gross invoiced price from the sale of the Company Product in connection with the Bundled Sale would be $833.33. For purposes hereof:
