Potential Modification to Sales-Based Compensation Rates Sample Clauses

Potential Modification to Sales-Based Compensation Rates. In the event that following the First Commercial Sale of a Collaboration Product in a second indication in a Major Territory, the Parties are unable to accurately determine the portion of Net Sales of Collaboration Products that are sold for the RA Indication, the IBD Indication or an Other Indication in the Major Territories, Pharmacia and Celltech shall negotiate, in good faith, a mutually acceptable amendment to this Agreement which replaces the sales-based compensation under Sections 9.1(a), 9.2(a) and 9.3 as applicable for the two indications, with a single blended rate of sales-based compensation covering sales of Collaboration Products in both indications in the Major Territories (the “Blended Rate”). The Blended Rate shall reflect as closely as possible the relative net present value of each Party’s interest in the applicable indications based upon the current provisions of Sections 9.1(a), 9.2(a) and 9.3 and the then current sales forecasts for such indications. Each Party shall be required to demonstrate that its current sales forecast is consistent with such Party’s infrastructure and capability. As part of establishing the Blended Rate, the Parties shall agree upon how frequently (not more than once annually) and under what circumstances such Blended Rate shall be adjusted thereafter; provided, however, that (i) in all cases, the Blended Rate shall again be adjusted upon the First Commercial Sale of a Collaboration Product in a Major Territory for the third and each succeeding indication, (ii) if at any time after the establishment of a Blended Rate the Parties are able to accurately determine the portion of Net Sales of Collaboration Products that are sold for each of the indications for which the product is then being commercialized, then the Blended Rate shall no longer govern and the sales-based compensation to be payable to Celltech shall be as currently reflected in Sections 9.1(a), 9.2(a) and 9.3, unless the Parties shall otherwise mutually agree, and (iii) in the event that the Parties’ inability to determine accurately Net Sales of a Collaboration Product in the indications for which the product is then being Commercialized is limited to a specific Major Territory(ies), then the Parties shall only determine the Blended Rate for such Major Territory(ies) and the provisions of Sections 9.1(a), 9.2(a) and 9.3 shall continue to apply for all other Major Territories.
Sample 1
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Related to Potential Modification to Sales-Based Compensation Rates

  • Additional Compensation During the Term, in addition to the foregoing, the Executive shall be eligible to receive such other compensation as may from time to time be awarded him by either the Board or the Compensation Committee in its sole discretion.

  • Performance-Based Compensation During the Period of Employment and assuming Executive remains continuously employed by the Company through the end of the relevant fiscal year, Executive shall also be entitled to participate in an annual performance-based cash bonus program as set forth in Exhibit B.

  • Incentive and Bonus Compensation The Executive shall be eligible to participate in the Company’s existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives (collectively, “Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Such eligibility is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Chief Executive Officer and/or the Board, as appropriate, may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officer’s or the Board’s sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion. Except as otherwise provided herein, the terms of each Plan shall govern the Executive’s rights and obligations thereunder during the Executive’s employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “Cause” hereunder shall not supersede the definition of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under an executive’s employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment.

  • Incentive Bonus Compensation The Executive shall be eligible for incentive bonus compensation for each Fiscal Year in an amount to be determined by the Board of Directors or any committee thereof ("INCENTIVE BONUS COMPENSATION").

  • Changes to Compensation Notwithstanding anything contained herein to the contrary, Employee acknowledges that the Company specifically reserves the right to make changes to Employee’s compensation in its sole discretion including, but not limited to, modifying or eliminating a compensation component. The Parties agree that such changes shall be deemed effective immediately and a modification of this Agreement unless, within seven (7) days after receiving notice of such change, Employee exercises his right to terminate this Agreement without cause or for “Good Reason” as provided below in Paragraph No. 11. The Parties anticipate that Employee’s compensation structure will be reviewed on an annual basis but acknowledge that the Company shall have no obligation to do so.

  • Annual Bonus Compensation In addition to your Salary, during the Employment Term you shall be eligible to earn an annual bonus for each whole or partial calendar year during the Employment Term, determined and payable as follows (the “Bonus”):

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Equity-Based Compensation The Executive shall retain all rights to any equity-based compensation awards to the extent set forth in the applicable plan and/or award agreement.

  • Bonus Compensation The Executive shall not receive any bonus payment whatsoever pursuant to Section 3.02 or the Bonus Plan except such bonus which is already earned and due to be paid up to and including the Termination Date, notwithstanding any period following the Termination Date during which the Executive may receive any payments or benefits under the terms of the Agreement.

  • Compensation to NCPS (a) Issuer Party shall pay or cause to be paid to NCPS for its services as the facilitator of escrow as outlined in Exhibit B, which may be updated from time to time by NCPS by providing written notice to Issuer Party. Issuer Party’s obligation to pay such fees to NCPS and reimburse NCPS for such expenses is not conditioned upon a successful closing. Upon Issuer Party’s request, NCPS will provide Issuer Party with copies of all relevant invoices, receipts or other evidence of such expenses. The obligations of Issuer Party under this Section 10 shall survive any termination of this Agreement and the resignation or removal of NCPS.

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