FINANCIAL EXHIBIT. Profit (Loss) in the U.S. shall be calculated in accordance with GAAP and this Exhibit. Profit (Loss) shall exclude the upfront payment (Section 6.1), the Opt-In Exercise Fee (Section 6.2) and the Milestone Payments (Section 6.4), all Development Costs and capital expenditures, and any other cost not specifically included in Allowable Expenses, including by way of example, [***]. Cost items included in components of Profit (Loss) shall not be double counted and shall not be included in Development Costs. Profit (Loss) means the profits or losses resulting from the Commercialization of the Product in the U.S., which shall be equal to Net Sales less Allowable Expenses. Profit (Loss) in the U.S. shall be calculated for each Calendar Quarter. For the avoidance of doubt, income and withholding taxes imposed on either of the Parties or their Affiliates hereunder will not be included in the calculation of Profit (Loss).
FINANCIAL EXHIBIT. Note. The Contractor has been fully paid for the preparation of the Pipeline Defect Assessment Manual as described in Exhibit A Statement of Deliverables.
FINANCIAL EXHIBIT. “Net Profit or Loss” in the United States shall be calculated in accordance with this Exhibit A. Net Profit or Loss shall exclude all of the payments set forth in Section 7.1, all Development Costs and capital expenditures, and any other cost not specifically included in Allowable Expenses, including costs attributable to general corporate activities, executive management, investor relations, treasury services, business development, corporate government relations, external financial reporting and other overhead activities. For the sake of clarity, cost items included in components of Net Profit or Loss shall not be double counted and shall not be included in Development Costs.
FINANCIAL EXHIBIT. U.S. Pre-Tax Profits and Losses for the Profit Share Product during the Profit Share Term shall be calculated in accordance with this Financial Exhibit.
FINANCIAL EXHIBIT. This Exhibit (“Financial Exhibit”) to the Co-Development and Commercialization Agreement between Maxygen and Astellas effective as of September 18, 2008 (“Agreement”) sets forth the financial terms of the Alliance between Maxygen and Astellas under the Agreement, including the running royalties, and financial definitions, allocations and related financial reconciliation procedures to be followed in calculating Preclinical Development Costs and Development Costs, and, in the event that Maxygen exercises its Co-Promotion Option in the Joint Commercialization Territory, Distributable Profits in the Joint Commercialization Territory, and any required reconciliation between the Parties with respect thereto. For clarity, the Alliance is not intended to be, and is not, a legal entity and, as used in this Financial Exhibit, references to the Alliance are used for identification purposes only. All record keeping and accounting for costs and revenues under the Alliance shall be conducted by each Party in accordance with Accounting Standards. The contents of this Financial Exhibit are hereby incorporated into the Agreement and are governed by the terms and conditions of the Agreement, including, without limitation, the confidentiality provisions set forth in Article 11 of the Agreement. In the event of any conflict between this Financial Exhibit and any provision in the main body of the Agreement, the provision in the main body of the Agreement shall govern and control. All capitalized terms used herein not otherwise expressly defined herein shall have the meanings ascribed thereto in the Agreement.
FINANCIAL EXHIBIT. Net Profit or Loss shall exclude all of the payments set forth in Sections 8.1 (Upfront Payment), 4.4(a) (U.S. –Milestone Payments), 5.3 (JP – Financial Terms), 6.3 (RoW – Financial Terms), all Development Costs and capital expenditures, and any other cost not specifically included in U.S. Commercialization Costs, including costs attributable to general corporate activities, executive management, investor relations, treasury services, business development, corporate government relations, external financial reporting and other overhead activities. For the sake of clarity, cost items included in components of Net Profit or Loss shall not be double counted and shall not be included in Development Costs.
FINANCIAL EXHIBIT. Pre-Tax Profit or Loss in the United States and in the License Territory shall be calculated in accordance with this Exhibit E. Pre-Tax Profit or Loss shall exclude all of the payments set forth in Sections 7.1 and 7.2, all Development Costs and capital expenditures, and any other cost not specifically included in Allowable Expenses, including by way of example, costs attributable to general corporate activities, executive management, investor relations, treasury services, business development, corporate government relations, external financial reporting and other overhead. For the sake of clarity, cost items included in components of Pre-Tax Profit or Loss shall not be double counted and shall not be included in Development Costs.
