COGS Savings definition

COGS Savings means the amount of COGS saved in the production of an Improved Product, as determined by subtracting the actual COGS of the Improved Product at the time of its respective sale (including any manufacturing royalties paid to any Third Parties) from the COGS of the Existing Product prior to it being improved under the Fibroblast Program (including any manufacturing royalties paid to any Third Parties). In accord with this Section 1.8, Fibrocell may exclude from COGS Savings any amount of saved COGS that is attributable to a COGS improvement realized in the Improved Product through Fibrocell’s efforts independent of the Fibroblast Program and without use of the Intrexon Channel Technology, Intrexon IP, and Intrexon Materials. Before Fibrocell may exclude any amount from COGS Savings under the previous sentence, (i) Fibrocell must provide in advance of any payment due under Section 5.3(c) written documentation to the JSC identifying, and supplying a supporting calculation evidencing, any amount it believes should be excluded from COGS Savings, and (ii) the final amount that will ultimately be excluded will be established by mutual agreement of the Parties. For clarity, the mechanism of the previous sentence for establishing the final amount of any exclusion from COGS Savings is not subject to final decision making authority of the JSC or any other Committee, and if mutual agreement of the Parties cannot be reached any dispute will be resolved in accord with Article 11. Any caclulation by the Parties of COGS Savings under this Agreement shall apply consistent calculations to both the Existing Product and the Improved Product, and shall be exclusive of any payments made to Intrexon pursuant to Section 4.7 and Section 5.3.
Sample 1Sample 2Sample 3
COGS Savings means the aggregate amount of COGS directly achieved in connection with the use of Intrexon Channel Technology, Intrexon IP, or the Intrexon Materials to manufacture an Improved Product, determined on the date of first use of such Intrexon Channel Technology, Intrexon IP, or the Intrexon Materials in the manufacture of the Improved Product by subtracting the COGS of the Improved Product from the COGS of the Existing Product. For purposes of such determination, COGS Savings shall not include the amount of COGS saved in connection with the manufacture of an Improved Product that is attributable to any technology, know-how or materials other than the Intrexon Channel Technology, Intrexon IP, and Intrexon Materials and which was identified, implemented, or selected independent of Intrexon. OvaScience shall provide written documentation to the JSC identifying, and supplying a supporting calculation reasonably evidencing, any savings amount it believes should be excluded from COGS Savings under the prior sentence, and the actual amount of COGS excluded from COGS Savings will be established by the JSC. For clarity, the mechanism of the previous sentence for establishing the final amount of any exclusion from COGS Savings is not subject to final decision making authority of the JSC or any other Committee, and if mutual agreement of the Parties cannot be reached any dispute will be resolved in accord with Section 11.2 and any calculation by the Parties of COGS Savings under this Agreement shall be applied consistently to both the Existing Product and the Improved Product. For purposes of clarity, an example showing how the amount of COGS Savings could be determined is attached hereto as Schedule 1.
Sample 1

Examples of COGS Savings in a sentence

  • No later than [***] ([***]) days after each calendar quarter in which there were COGS Savings realized by OvaScience (including permitted Affiliates and sublicensees thereof) from the sale of any Improved Product in the Field, OvaScience shall pay to Intrexon a royalty equal to [***] percent ([***]%) of the COGS Savings.

Related to COGS Savings

  • Cost Savings has the meaning assigned to it in the definition of “Consolidated EBITDA”.

  • Energy Savings means an amount of saved energy determined by measuring and/or estimating consumption before and after implementation of an energy efficiency improvement measure, whilst ensuring normalisation for external conditions that affect energy consumption;

  • Tax Savings means the difference between the dollar amount of real property taxes levied in any year on land valued and assessed in accordance with its current agricultural use value and the dollar amount of real property taxes that would have been levied upon such land if it had been valued and assessed for such year in accordance with Section 2 of Article XII, Ohio Constitution.

  • Profit Sharing Plan means a profit-sharing plan that is qualified pursuant to 26 U.S.C. § 401 of the Internal Revenue Code and subject to the Employee Retirement Income Security Act, and which provides for employer contributions in the form of cash, but not in the form of stock or other equity interests in a Medical Marijuana Business.

  • Savings Plan or "plans" means a plan that provides different investment strategies and allows account distributions for qualified higher education expenses.

  • Health Savings Account means an account as permitted under section 223 of the internal revenue code of 1986, 26 USC 223.

  • Energy savings performance contract means a contract under which the rate of payments is based upon energy and operational cost savings and a stipulated maximum energy consumption level over the life of the contract.

  • Profit Sharing Account means any one of the accounts so designated and provided for in Section 6.01.

  • Thrift Plan means the Financial Institutions Thrift Plan, a qualified and tax-exempt defined contribution plan and trust under Sections 401(a) and 501(a) of the Code, as adopted by the Bank.

  • Pro Forma Cost Savings means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by Lead Borrower (or any successor thereto) or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action; provided that (a) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Lead Borrower (or any successor thereto)) and are reasonably anticipated to be realized within 24 months after the date of such pro forma calculation and (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 24 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.

  • Flexi Plan means any individual indemnity hospital insurance plan under the VHIS framework with enhancement(s) to any or all of the protections or terms and benefits that the Standard Plan provides to the Policy Holder and the Insured Person, subject to certification by the Government. Such plan shall not contain terms and benefits which are less favourable than those in the Standard Plan, save for the exception as may be approved by the Government from time to time.

  • Plan for moderate income housing means a written document adopted by

  • Company 401(k) Plan has the meaning set forth in Section 6.4(e).

  • Disposable earnings means that part of the earnings of an

  • Investment Plan means the document in terms of which the special purpose vehicle will invest in unlisted investments and all matters incidental thereto;

  • Core Earnings means the net income (loss), computed in accordance with GAAP, excluding (i) non-cash equity compensation expense, (ii) the Incentive Compensation, (iii) acquisition fees, (iv) financing fees, (v) depreciation and amortization, (vi) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (vii) one-time events pursuant to changes in GAAP and certain non-cash charges, in each case after discussions between the Manager and the Independent Directors and approved by a majority of the Independent Directors.

  • Excess Contributions means, with respect to any Plan Year, the excess of:

  • Excess Contribution means a contribution that exceeds the

  • Cost Allocation Plan means central service cost allocation plan, public assistance cost allocation plan, and indirect cost rate proposal. Each of these terms are further defined in this section.

  • Operating Profit means the excess of Gross Revenues over the following deductions (“Deductions”) incurred by Manager, on behalf of Owner, in operating the Hotel:

  • Collateral savings, as used in this clause, means those measurable net reductions resulting from a VECP in the agency's overall projected collateral costs, exclusive of acquisition savings, whether or not the acquisition cost changes.

  • Excess Elective Deferrals means the amount of Elective Deferrals (as defined below) for a calendar year that the Participant designates to the Plan pursuant to the following procedure. The Participant’s designation: shall be submitted to the Administrator in writing no later than March 1; shall specify the Participant’s Excess Elective Deferrals for the preceding calendar year; and shall be accompanied by the Participant’s written statement that if the Excess Elective Deferrals is not distributed, it will, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k) or 403(b) of the Code, exceed the limit imposed on the Participant by Section 402(g) of the Code for the year in which the deferral occurred. Excess Elective Deferrals shall mean those Elective Deferrals that are includible in a Participant's gross income under Section 402(g) of the Code to the extent such Participant's Elective Deferrals for a taxable year exceed the dollar limitation under such Code section.

  • Savings means the difference between the principal

  • Disposable income means that part of the income due and payable of any individual remaining

  • Retirement Plan means a plan which provides retirement benefits to you and which is not funded wholly by your contributions. The term shall not include a profit-sharing plan, informal salary continuation plan, registered retirement savings plan, stock ownership plan, 401(K) or a non-qualified plan of deferred compensation.

  • Moderate-income household means a household with a total gross annual household income in excess of 50 percent but less than 80 percent of the median household income.