Combination Products Sample Clauses

Combination Products. PII shall pay RBX royalties on Net Sales of any Combination Product. For the purpose of calculating royalties on Net Sales of Combination Products hereunder, Net Sales of a Combination Product shall be determined on a country by country basis by multiplying the actual Net Sales of the Combination Product by the fraction A/(A+B), where A is the average sale price of a Licensed Product in a given country when sold separately in finished form and B is the average sale price of the other product(s) comprising the active ingredients other than the Compound sold separately in finished form in that given country. With respect to Net Sales of Combination Products outside of the United States, where available in a given country, the most recent reference price(s) or government-regulated price(s) for the other product(s) in the given country will be used as the average sale price. In the event that such average sale price cannot be determined for either the Licensed Product or other product(s) in the Combination Product, Net Sales for purposes of determining royalty payments hereunder shall be calculated by multiplying the Net Sales of the Combination Product by the fraction C/(C+D), where C is PII’s, or its Affiliates’, sublicensees’ or Third Party Partner’s cost of goods of the Licensed Product and D is PII’s, or its Affiliates’, sublicensees’ or Third Party Partner’s cost of goods of the other product(s), in each case determined in accordance with GAAP.
Combination Products. Net Sales in a particular country in the Territory, in the case of Combination Products for which the pharmaceutically active agent or ingredient constituting a Licensed Product and each of the other pharmaceutically active agents or ingredients not constituting Licensed Products have established market prices in that country in the Territory when sold separately, shall be determined by multiplying the Net Sales for each such Combination Product by a fraction, the numerator of which shall be the established market price for the Licensed Product(s) contained in the Combination Product and the denominator of which shall be the sum of the established market prices for the Licensed Product(s) plus the established market prices for the other pharmaceutically active agents or ingredients contained in the Combination Product. When such separate market prices are not established in that country in the Territory, then the parties shall negotiate in good faith to determine a fair and equitable method of calculating Net Sales in that country for the Combination Product in question.
Combination Products. In the event that a Royalty-bearing Product is sold for a single price in combination with another therapeutically active pharmaceutical ingredient, or other product or service, for which no royalty would be due hereunder if sold separately, Net Sales from such combination sales, for purposes of calculating the applicable royalty rate and the applicable royalty due under Section 5.3 shall be calculated by multiplying the Net Sales of the combination product by the fraction A/(A + B), where A is the average gross selling price during the previous [***] of the Royalty-bearing Product sold separately and B is the gross selling price during the previous [***] of the therapeutically active ingredient, product or service. In the event that separate sales of the Royalty-bearing Product or the additional therapeutically active ingredient, product or service were not made during the previous [***], then the Net Sales shall be reasonably allocated between such Royalty-bearing Product and such other active ingredient, product or service as agreed upon by the Parties, or failing agreement, determined in accordance with Section 13.1 (Dispute Resolution) below.
Combination Products. If a Licensed Product or Licensed Process is sold in combination with another component(s), which other component(s) if sold alone would not be subject to a royalty payment hereunder, then Net Sales as applicable, from such combination sales, for purposes of calculating the amounts due under this Section 3, shall be calculated by multiplying the gross selling price of the combination product by the fraction A/(A+B), where A is the gross selling price, during the royalty period in question, of the Licensed Product or Licensed Process sold separately, and B is the gross selling price, during the royalty period in question, of the other component(s), sold separately. If the other component(s) are not sold separately during that royalty period, then the Net Sales, as applicable, on the combination product shall be as reasonably allocated between such Licensed Product and such other component(s) as mutually agreed upon by Licensee and TSRI, based on the relative value contributed by each component; provided, however, that the Net Sales allocated to such Licensed Product shall not be less than [***] of the Net Sales of such combination product.
Combination Products. In the event that a Product is sold in the form of a combination product (a “Combination Product”) containing both (1) such Product and (2) another product or service for which no royalty would be due hereunder if sold separately, the Net Sales from such combination sales for purposes of calculating the amounts due under this Section 2.06(a) shall be calculated by multiplying Net Sales of the Combination Product by a fraction that reasonably reflects the fair value of the contribution of the Product in the Combination Product to the total market value of such Combination Product, which fraction shall be established by the Purchaser and Aradigm through good faith negotiations and mutual agreement, on a Combination Product-by-Combination Product basis.
Combination Products. In the event that a Licensed Product is sold in combination with one or more other product(s) (excluding any products which have no therapeutic utility) or active therapeutic agent(s) which are not Licensed Products, Net Revenues from such sales for purposes of calculating the amounts due under Sections 3.2, 3.3 and 3.4 above shall be calculated by multiplying the Net Revenues of that combination by the fraction A/(A + B), where A is the gross selling price of the Licensed Product sold separately and B is the gross selling price of the other product or active therapeutic agent(s) sold separately. In the event that no such separate sales are made of the Licensed Product or other active therapeutic agent or product, Net Revenues with respect to such combination product shall be as reasonably determined by the parties based on an allocation between such Licensed Product and such other product or active therapeutic agent(s), based upon their relative importance and proprietary protection. Notwithstanding the above, the provisions of this Section 3.5 shall not apply to Net Revenues to the extent an offset is taken for any corresponding Net Sales with respect to Section 1.14(vii).
Combination Products. If a Product consists of (i) components that are covered by Licensor's Valid Claims, plus (ii) additional active pharmaceutical agents, or functional components reasonable necessary for formulation or delivery of the Product that are not covered by a Valid Claim, but that are covered by a valid claim of a Third Party patent, then for purposes of the royalty payments under Section 4.2.1, the Revenues shall be equitably allocated between the components covered by Licensor's Valid Claim and the components covered by the Third Party patent, with only the portion of Revenues allocated to Licensor's Valid Claims being used for purposes of the royalty calculation in Section 4.2.1 for such combination Product. To the extent the parties are unable to agree on the equitable allocation described above, any dispute shall be resolved in accordance with Section 12.3 of this Agreement. Notwithstanding the aforementioned, the foregoing allocation shall not reduce the amount of the royalties payable to Licensor under Section 4.2.1 above by more than fifty percent (50%).
Combination Products. If any Licensed Products are incorporated in any other product (“Combination Product”) sold by the Licensee or its Affiliates and the Licensed Product is not priced separately from the Combination Product, the Net Sales Value of such Licensed Product shall be deemed to be the fair market value of the Licensed Product in the country of sale when sold separately or if not sold separately in the country of sale, in comparable countries and territories or if neither of the foregoing apply, a reasonable amount which fairly reflects the value of the Licensed Product within the Combination Product assuming the Licensed Product is not being sold as a loss leader.
Combination Products. 4.3.1 In the event a Licensed Product is sold in combination with one or more other elements, including with [*] or related accessories intended for use with such [*], the Net Sales from the Licensed Product, for the purposes of determining royalty payments under this Agreement, shall be determined by [*] the Net Sales of such combination (as if the combination were the Licensed Product for the purposes of the definition of Net Sales), during the applicable royalty reporting period, by [*] excluding the Licensed Product when sold separately in the country in which the combination is sold, in each case during the applicable royalty reporting period or, if sales of the Licensed Product alone did not occur in such period, then in the most recent royalty reporting period in which arms length fair market sales of such Licensed Product occurred. In the event that such average sale price cannot be determined for both the Licensed Product and all other elements of such combination, Net Sales for the purposes of determining royalty payments shall be mutually agreed upon by the Parties acting reasonably, based on the relative value contributed by each component.
Combination Products. In the event that a test strip that is a Licensed Product is sold in combination as a single product with another component or other product whose manufacture, sale and use are not covered by a claim within the Patent Rights for which the combination product is sold, Net Sales from such sales for purposes of calculating the amounts due under Sections 3.2 above shall be as reasonably allocated between such Licensed Product and such component or other product, based upon their relative importance and proprietary protection. Combination Products currently contemplated by TheraSense and the corresponding royalty rates are listed in Exhibit B.