Common use of General Licensing Terms Clause in Contracts

General Licensing Terms. (a) Profits and Losses for countries where the parties are Co-Promoting a Product arising out of the Development Program for cancer indications shall be determined on * Attachment 2 sets forth additional definitions and details relating to the calculation of Profits and Losses. (b) It is the intent of the parties that if the parties are Co-Promoting a Product arising out of the Development Program for cancer indications in a country, then the parties shall * If applicable laws, regulations or accounting rules do not permit such accounting treatment, * (c) No sales shall be deemed to have occurred as the result of sales between and among the parties, their Affiliates and sublicensees; it being understood that sales occur when made to non-Affiliated third party purchasers. A sale of a Product shall be deemed to have been made upon the earliest of invoicing or delivery of the Product for value to a non-Affiliated third party purchaser. In the case of a sale or other disposal of a Product for value other than in an arm's length transaction exclusively for money, such as barter or counter trade, sales shall be calculated using the fair market value of the Product (if higher than the stated sales price) in the country of disposal. (d) then the issue shall be decided by binding arbitration in accordance with the provisions of Section 7.03 hereof. (f) In calculating Profits and Losses with respect to a Combination Product in a country, the parties shall enter into good faith negotiations regarding the percentage of the Adjusted Gross Sales of such Combination Product to be used in calculating Profits and Losses with respect to such Combination Product in such country. If the parties are unable to agree upon such percentage, the percentage of the Adjusted Gross Sales of such Combination Product to be used in calculating Profits and Losses with respect to such Combination Product in a country shall be equal to * If the numerator and denominator cannot be determined in the manner set forth above, then the numerator * In each case, the cost is to be determined in accordance with the party's standard accounting procedures. (g) In calculating royalties with respect to a Combination Product, the parties shall enter into good faith negotiations regarding the percentage of the Net Sales of such Combination Product to be used in calculating royalties payable with respect to such Combination Product on a country-by-country basis. If the parties are unable to agree upon such percentage, royalties with respect to a Combination Product in a country shall * If the numerator and denominator cannot be determined in the manner set forth above, then the numerator shall be the * In each case, the cost is to be determined in accordance with the party's standard accounting procedures.

General Licensing Terms. (a) Profits and Losses for countries where the parties are Co-Promoting a Product arising out of the Development Program for cancer indications shall be determined on a * Attachment 2 sets forth additional definitions and details relating to the calculation of Profits and Losses. (b) It is the intent of the parties that if the parties are Co-Promoting a Product arising out of the Development Program for cancer indications in a country, then the parties shall * If applicable laws, regulations or accounting rules do not permit such accounting treatment, * (c) No sales shall be deemed to have occurred as the result of sales between and among the parties, their Affiliates and sublicensees; it being understood that sales occur when made to non-Affiliated third party purchasers. A sale of a Product shall be deemed to have been made upon the earliest of invoicing or delivery of the Product for value to a non-Affiliated third party purchaser. In the case of a sale or other disposal of a Product for value other than in an arm's length transaction exclusively for money, such as barter or counter trade, sales shall be calculated using the fair market value of the Product (if higher than the stated sales price) in the country of disposal. (d) then the issue shall be decided by binding arbitration in accordance with the provisions of Section 7.03 hereof. (f) In calculating Profits and Losses with respect to a Combination Product in a country, the parties shall enter into good faith negotiations regarding the percentage of the Adjusted Gross Sales of such Combination Product to be used in calculating Profits and Losses with respect to such Combination Product in such country. If the parties are unable to agree upon such percentage, the percentage of the Adjusted Gross Sales of such Combination Product to be used in calculating Profits and Losses with respect to such Combination Product in a country shall be equal to * If the numerator and denominator cannot be determined in the manner set forth above, then the numerator * In each case, the cost is to be determined in accordance with the party's standard accounting procedures. (g) In calculating royalties with respect to a Combination Product, the parties shall enter into good faith negotiations regarding the percentage of the Net Sales of such Combination Product to be used in calculating royalties payable with respect to such Combination Product on a country-by-country basis. If the parties are unable to agree upon such percentage, royalties with respect to a Combination Product in a country shall be * If the numerator and denominator cannot be determined in the manner set forth above, then the numerator shall be the * In each case, the cost is to be determined in accordance with the party's standard accounting procedures.