Baseline Sales definition
Examples of Baseline Sales in a sentence
Expiration of the Term [***] percent ([***]%) of the amount (if any) by which actual aggregate Net Sales of the Product exceeded Termination Baseline Sales during the twelve (12) month period ending on the effective date of expiration of the Term (provided, however, that if the effective date of expiration of the Term is not the last day of a month, such period shall be the twelve (12) month period ending on the last day of the prior month).
SCHEDULE B BASELINE NET SALES/TIER 2 REVENUES/TERMINATION BASELINE SALES ($MILLION) Provided however, that for the purpose of calculating the amount of payment associated with an applicable Payment Termination Event (as described in Section 20.2.3 of the Agreement), the Termination Baseline Sales shall be defined as follows: * To include deemed sales pursuant to Schedule S (Pipeline Inventory Adjustment Formulas), if any.
In the event of a Significant Market Event, the Parties shall, upon the request of Prometheus in its sole discretion, meet within [***] of such request to discuss in good faith what, if any, changes should be made as a result of such Significant Market Event to the Minimum PDE Requirement, the Minimum A&P Spend, the Baseline Sales figures, the Tier 2 Revenues, the Firm Forecasts, the Purchase Orders and other key financial terms in the then-current Sales Year and subsequent Sales Years.
In Sales Year 1, a dollar amount (the "Pipeline Sales Adjustment") equal to [***] multiplied by (i) [***], (ii) [***] and (iii) [***] percent ([***]%) shall be deemed Net Sales in calculating Baseline Sales, Tier 2 Revenues and Termination Baseline Sales; however, although such Pipeline Sales Adjustment shall be included in determining the appropriate royalty tier and rate, [***].
Additionally, Cytogen shall generate and maintain, for a period of five (5) years post sale, accurate records of Net Sales, Baseline Sales and Incremental Sales.