Value Sharing Sample Clauses
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Value Sharing. Value sharing will be defined separately for each class of Products, as noted herein and will include sharing of both value-creation (“Value-Creation”), as defined below, as well as any fees, cost-sharing payments or milestone payments due to a party under the corresponding agreement with a third party. Specifically, Value-Creation will be calculated as follows: Value-Creation = * . Thus, the calculation of Value-Creation includes a * ▇▇▇▇ up on a party’s actual manufacturing cost, irrespective of the cost at which the Product is sold to a customer. For clarity, the parties agree that the value sharing terms and concepts described below will apply regardless of which party does the development work. Each party agrees that it will bear its own costs and expenses including capital expenditures under the Partnership.
Value Sharing. After first reimbursing each Party's Manufacturing ------------- Cost, next reimbursing each Party's Sales and Marketing Costs and then reimbursing each Party's Ongoing R&D Costs, PEB will pay Illumina [*] of Residual Gross Margin of Collaboration Product sold by PEB, its Affiliates, and distributors ("Illumina Share"), less monies owed to PEB for reimbursement of development funding provided to Illumina under Section 3.7. The balance of Gross Margin will be retained by PEB. If Residual Gross Margin becomes negative in any Quarter, PEB will accrue such losses. These accrued losses will be repaid to PEB from future Illumina Share before any future Residual Gross Margin is paid to Illumina. Illumina Share will be paid to Illumina as set forth in Sections 4.3.1, 4.3.2, 4.3.3, and 13.4.
Value Sharing. Payment to ABI of [***]Promotional Products. Each Party shall be entitled to [***]realized upon the sale of Products. It is understood and agreed that ABI will appoint Cepheid as its distributor of Products to the USPS, or to a Third Party for resale to and use by the USPS, pursuant to the terms of the Distributor Agreement. Accordingly, the Parties agree that to administer the above value sharing agreement, [***]It is understood and agreed that Cepheid may distribute products for no or for de-minimus consideration for promotional or testing purposes. Cepheid agrees that the amount of Products distributed for such purposes in any twelve (12) months period shall not exceed one percent (1%) of the aggregate number of Products sold for more than de-minimus consideration during such twelve (12) month period, unless ABI otherwise agrees. It is also understood and agreed that certain Products or parts thereof may be furnished to the USPS or its designees for validation purposes, with or without consideration, and nothing in this Section 7.6 shall be deemed to restrict Cepheid from providing a reasonable amount or number of Products or parts thereof for such purposes.
Value Sharing. With respect to the sale of Microfluidic Electrophoresis Devices supplied to PERK▇▇-▇▇▇▇▇ ▇▇ ACLARA pursuant to Section 3.3.1, PERK▇▇-▇▇▇▇▇ ▇▇▇l pay ACLARA [*] of such Microfluidic Electrophoresis Devices sold by PERK▇▇-▇▇▇▇▇, ▇▇s Affiliates, distributors and sublicensees, and the balance of Net Sales will be retained by PERK▇▇-▇▇▇▇▇, ▇▇ determined at the end of each Quarter.
Value Sharing. (a) In the event the Aggregate Net Proceeds received by the Shareholder from the sale of all of the Shares are (i) less than $109,000,000, the Company shall pay the Shareholder the difference between Aggregate Net Proceeds and $109,000,000 (without interest), up to a maximum amount of $20,000,000, or (ii) greater than $119,000,000, the Shareholder shall pay to the Company (x) 100% of Aggregate Net Proceeds in excess of $119,000,000 until the Company has received aggregate payments of $6,700,000 (and Aggregate Net Proceeds total $125,700,000) and (y) 50% of Aggregate Net Proceeds in excess of $125,700,000 (in each case without interest); provided that the Company shall not be entitled to receive any payments under clause (ii)(y) of this Section 7(a) if the Shareholder has not been able to sell at least 75% of the Shares issued to the Shareholder pursuant to the Purchase Agreement within 150 days following the Shareholder’s delivery of the 2004 Audited Financial Statements to the Company. “Aggregate Net Proceeds” shall mean the actual aggregate proceeds received by the Shareholder in consideration or exchange for the Shares, less any commercially reasonable sales or brokerage commissions and discounts associated with the Shares sold, and excluding any interest earned on such proceeds; provided, however, that in connection with any Shares sold pursuant to an offering in which the Company selects the investment bankers and/or managers that will underwrite or market the offering, “Aggregate Net Proceeds” shall mean the actual aggregate proceeds received by the Shareholder in consideration or exchange for the Shares, less any sales or brokerage commissions and discounts associated with the Shares sold, and excluding any interest earned on such proceeds
Value Sharing deCODE and Illumina will share in the profits of the collaboration contemplated hereby after subtraction of appropriate costs by both Parties. Illumina will book all revenue from sales of Diagnostic Products. For the purpose of this Development Agreement: