Operational Overhead definition

Operational Overhead means the actual amounts that are direct costs of Buyer and its Affiliates, to the extent attributable to the Combined Products on a pro rata basis, expended on: (i) Commercialization; (ii) Development; (iii) a reasonable pro rata allocation of general administration attributable to the Combined Products, which may include compensation to the beneficial owners of Buyer and any of their immediate family members who are employed by or otherwise providing services to Buyer; provided, that in the event compensation to the beneficial owners of Buyer or any of their immediate family members who are employed by or otherwise providing services to Buyer are included in general administration expenses, then such compensation must be reasonable and consistent with accepted and typical industry standards for comparable roles in comparable pharmaceutical companies. If Seller determines that any such compensation is unreasonable or inconsistent with accepted and typical industry standards for comparable roles in comparable pharmaceutical companies, such dispute shall be resolved through Seller’s audit rights set forth in Section 3.2(e); (iv) maintaining appropriate ordinary course operational compliance under applicable law (including business and state taxes or license fees and excluding income, property, franchise, employee-related or similar taxes); and (v) TIRF REMS program development and optimization and maintenance expenses, in each case, to support optimization of Combined Net Sales, which amount shall be allocated as reasonably determined by Buyer to operate the Combined Products business in a manner consistent with Buyer’s U.S. forecasts with respect to the Combined Products in the U.S. portion of the Territory that have been provided to Seller’s Representatives via email on August 16, 2019. For the avoidance of doubt, amounts included in Cost of Goods Sold shall not be included in the definition of “Operational Overhead” and vice versa.
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Operational Overhead means the actual amounts that are direct costs of Buyer and its Affiliates, to the extent attributable to the Combined Products on a pro rata basis, expended on: (i)
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Related to Operational Overhead

  • operational area means the geographical area wherein an operational activity is to take place;

  • Operational Flow Order means any directive issued to a Customer by KUB which requires the Customer to adjust Deliveries to KUB or deliveries of non-Firm gas to the Customer by KUB.

  • Designated operational area means a geographic area designated by the combatant commander or subordinate joint force commander for the conduct or support of specified military operations.

  • Farming operation means raising, cultivating, propagating, fattening, grazing, or any other farming, livestock, or aquacultural operation.

  • Drilling operations means the drilling of an oil and gas well and the production and completion operations ensuing from the drilling which require entry upon the surface estate and which were commenced after June 30, 1979, and oil and gas geophysical and seismograph exploration activities commenced after June 30, 1983.