Common use of Combination Product Clause in Contracts

Combination Product. If a Product is sold as part of a Combination Product in a country, the Net Sales of the Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country, during the applicable Net Sales reporting period, by the fraction, A/(A+B), where: A is the average sale price of the Product by members of the Roche Group when sold separately in finished form in such country and B is the average sale price by members of the Roche Group of the other product(s) included in the Combination Product when sold separately in finished form in such country, in each case during the applicable Net Sales reporting period or, if sales of both the Product and the other product(s) did not occur in such period, then in the most recent Net Sales reporting period in which sales of both occurred. If the Product is sold as part of a Combination Product and is sold separately in finished form in such country, but the other product(s) included in the Combination Product are not sold separately in finished form in such country, the Net Sales of the Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction C/D where: C is the average sale price, in such country, of the Product contained in such Combination Product when sold separately and D is the average sale price, in such country, for the Combination Product, in each case during the applicable Net Sales reporting period. If the Product is not sold separately in finished form in the country, but all of the other product(s) included in the Combination Product in such country are sold separately, the Net Sales of the Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction (D-E)/D, where: D is the average sale price, in such country, of the Combination Product, and E is the average sale price of the other product(s) included in the Combination Product in finished form in such country, in each case during the applicable Net Sales reporting period. If Net Sales of the Product when included in a Combination Product cannot be determined using the methods above, Net Sales for the purposes of determining payments based on Net Sales shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of F/(F+G) where: F is the fair market value of the Product and G is the fair market value of all other pharmaceutical product(s) included in the Combination Product as reasonably determined in good faith by the Parties. Where the preceding sentence is applicable, Roche shall in good faith propose to PTC an allocation of relative value of the Product and all other product(s) included in the Combination Product, PTC shall in good faith consider such proposal, and the Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within [**] days after Roche provides such proposal, the issue shall be referred for binding resolution to a mutually agreeable individual (not affiliated with either Party) with expertise in the marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within [**] days after such referral.

Combination Product. If a Product is In the event one or more Licensed Products are sold as part of a Combination Product in a particular country, the Net Sales of the Productsuch Licensed Product(s), for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country, during the applicable Net Sales reporting period, by the fraction, A/(A+B), where: A is the average sale price of the Product Licensed Product(s) by members of the Roche Group GTx or Sublicensees when sold separately in finished form in such country and B is the average sale price by members GTx or Sublicensees, or, if they have no such right of the Roche Group sale, by a Third Party of the other product(s) included in the Combination Product when sold separately in finished form in such country, in each case during the applicable Net Sales reporting period or, if sales of both period. In the Product and the other product(s) did not occur in such period, then in the most recent Net Sales reporting period in which sales of both occurred. If the Product is event one or more Licensed Products are sold as part of a Combination Product and is are sold separately in finished form in such country, but the other product(s) included in the Combination Product are not sold separately in finished form in such country, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction C/D where: C is the average sale price, in such country, of the Product Licensed Product(s) contained in such Combination Product when sold separately and D is the average sale price, in such country, for the Combination Product, in each case during the applicable Net Sales reporting period. If Under no circumstances can C/D exceed one hundred percent (100%). In the Product is event that one or more of the Licensed Product(s) are not sold separately in finished form in the country, but all of the other product(s) included in the Combination Product in such country are sold separately, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction (D-E)/D, where: D is the average sale price, in such country, of the Combination Product, and E is the average sale price of the other product(s) included in the Combination Product in finished form in such country, in each case during the applicable Net Sales reporting period. If [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. In the event that the Net Sales of the Product Licensed Product(s) when included in a Combination Product cannot be determined using the methods above, Net Sales for the purposes of determining payments based on Net Sales shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of F/(F+G) where: F is the fair market value of the Product Licensed Product(s) and G is the fair market value of all other pharmaceutical product(s) included in the Combination Product Product, as reasonably determined in good faith by the Parties. Where the preceding sentence is applicable, Roche shall in good faith propose to PTC an allocation of relative value of the Product and all other product(s) included in the Combination Product, PTC shall in good faith consider such proposal, and the Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within [**] days after Roche provides such proposal, the issue shall be referred for binding resolution to a mutually agreeable individual (not affiliated with either Party) with expertise in the marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within [**] days after such referral.

Combination Product. If a Product is In the event one or more Licensed Products are sold as part of a Combination Product in a particular country, the Net Sales of the Productsuch Licensed Product(s), for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net [***] = Certain information in this document identified by brackets has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Sales of the Combination Product in such country, during the applicable Net Sales reporting period, by the fraction, A/(A+B), where: A is the average sale price of the Product Licensed Product(s) by members of the Roche Group LICENSEE or Sublicensees when sold separately in finished form in such country and B is the average sale price by members LICENSEE or Sublicensees, or, if they have no such right of the Roche Group sale, by a Third Party of the other product(s) included in the Combination Product when sold separately in finished form in such country, in each case during the applicable Net Sales reporting period or, if sales of both period. In the Product and the other product(s) did not occur in such period, then in the most recent Net Sales reporting period in which sales of both occurred. If the Product is event one or more Licensed Products are sold as part of a Combination Product and is are sold separately in finished form in such country, but the other product(s) included in the Combination Product are not sold separately in finished form in such country, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction C/D where: C is the average sale price, in such country, of the Product Licensed Product( s) contained in such Combination Product when sold separately and D is the average sale price, in such country, for the Combination Product, in each case during the applicable Net Sales reporting period. If Under no circumstances can C/D exceed one hundred percent (100%). In the Product is event that one or more of the Licensed Product(s) are not sold separately in finished form in the country, but all of the other product(s) included in the Combination Product in such country are sold separately, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction (D-E)/D, where: D is the average sale price, in such country, of the Combination Product, and E is the average sale price of the other product(s) included in the Combination Product in finished form in such country, in each case during the applicable Net Sales reporting period. If In the event that the Net Sales of the Product Licensed Product(s) when included in a Combination Product cannot be determined using the methods above, Net Sales for the purposes of determining payments based on Net Sales shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of F/(F+G) where: F is the fair market value of the Product Licensed Product(s) and G is the fair market value of all other pharmaceutical product(s) included in the Combination Product Product, as reasonably determined in good faith by the Parties. Where the preceding sentence is applicable, Roche shall in good faith propose to PTC an allocation of relative value of the Product and all other product(s) included in the Combination Product, PTC shall in good faith consider such proposal, and the Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within [**] days after Roche provides such proposal, the issue shall be referred for binding resolution to a mutually agreeable individual (not affiliated with either Party) with expertise in the marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within [**] days after such referral.

Combination Product. If a Product is In the event one or more Licensed Products are sold as part of a Combination Product in a particular country, the Net Sales of the Productsuch Licensed Product(s), for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Sales of the Combination Product in such country, during the applicable Net Sales reporting period, by the fraction, A/(A+B), where: A is the average sale price of the Product Licensed Product(s) by members of the Roche Group LICENSEE or Sublicensees when sold separately in finished form in such country and B is the average sale price by members LICENSEE or Sublicensees, or, if they have no such right of the Roche Group sale, by a Third Party of the other product(s) included in the Combination Product when sold separately in finished form in such country, in each case during the applicable Net Sales reporting period or, if sales of both period. In the Product and the other product(s) did not occur in such period, then in the most recent Net Sales reporting period in which sales of both occurred. If the Product is event one or more Licensed Products are sold as part of a Combination Product and is are sold separately in finished form in such country, but the other product(s) included in the Combination Product are not sold separately in finished form in such country, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction C/D where: C is the average sale price, in such country, of the Product Licensed Product( s) contained in such Combination Product when sold separately and D is the average sale price, in such country, for the Combination Product, in each case during the applicable Net Sales reporting period. If Under no circumstances can C/D exceed one hundred percent (100%). In the Product is event that one or more of the Licensed Product(s) are not sold separately in finished form in the country, but all of the other product(s) included in the Combination Product in such country are sold separately, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction (D-E)/D, where: D is the average sale price, in such country, of the Combination Product, and E is the average sale price of the other product(s) included in the Combination Product in finished form in such country, in each case during the applicable Net Sales reporting period. If In the event that the Net Sales of the Product Licensed Product(s) when included in a Combination Product cannot be determined using the methods above, Net Sales for the purposes of determining payments based on Net Sales shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of F/(F+G) where: F is the fair market value of the Product Licensed Product(s) and G is the fair market value of all other pharmaceutical product(s) included in the Combination Product Product, as reasonably determined in good faith by the Parties. Where the preceding sentence is applicable, Roche shall in good faith propose to PTC an allocation of relative value of the Product and all other product(s) included in the Combination Product, PTC shall in good faith consider such proposal, and the Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within [**] days after Roche provides such proposal, the issue shall be referred for binding resolution to a mutually agreeable individual (not affiliated with either Party) with expertise in the marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within [**] days after such referral.

Combination Product. If a Product is In the event one or more Licensed Products are sold as part of a Combination Product in a particular country, the Net Sales of the Productsuch Licensed Product(s), for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country, during the applicable Net Sales reporting period, by the fraction, A/(A+B), where: A is the average sale price of the Product Licensed Product(s) by members of the Roche Group GTx or Sublicensees when sold separately in finished form in such country and B is the average sale price by members GTx or Sublicensees, or, if they have no such right of the Roche Group sale, by a Third Party of the other product(s) included in the Combination Product when sold separately in finished form in such country, in each case during the applicable Net Sales reporting period orperiod. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, if sales of both MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. In the Product and the other product(s) did not occur in such period, then in the most recent Net Sales reporting period in which sales of both occurred. If the Product is event one or more Licensed Products are sold as part of a Combination Product and is are sold separately in finished form in such country, but the other product(s) included in the Combination Product are not sold separately in finished form in such country, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction C/D where: C is the average sale price, in such country, of the Product Licensed Product(s) contained in such Combination Product when sold separately and D is the average sale price, in such country, for the Combination Product, in each case during the applicable Net Sales reporting period. If Under no circumstances can C/D exceed one hundred percent (100%). In the Product is event that one or more of the Licensed Product(s) are not sold separately in finished form in the country, but all of the other product(s) included in the Combination Product in such country are sold separately, the Net Sales of the Licensed Product, for the purposes of determining payments based on Net Sales, shall be determined by multiplying the Net Sales of the Combination Product in such country by the fraction (D-E)/D, where: D is the average sale price, in such country, of the Combination Product, and E is the average sale price of the other product(s) included in the Combination Product in finished form in such country, in each case during the applicable Net Sales reporting period. If In the event that the Net Sales of the Product Licensed Product(s) when included in a Combination Product cannot be determined using the methods above, Net Sales for the purposes of determining payments based on Net Sales shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of F/(F+G) where: F is the fair market value of the Product Licensed Product(s) and G is the fair market value of all other pharmaceutical product(s) included in the Combination Product Product, as reasonably determined in good faith by the Parties. Where the preceding sentence is applicable, Roche shall in good faith propose to PTC an allocation of relative value of the Product and all other product(s) included in the Combination Product, PTC shall in good faith consider such proposal, and the Parties shall seek to reach agreement on such allocation. If the Parties are unable to reach such agreement within [**] days after Roche provides such proposal, the issue shall be referred for binding resolution to a mutually agreeable individual (not affiliated with either Party) with expertise in the marketing and sales of similar pharmaceutical products (including experience in pricing and reimbursement), such resolution to occur within [**] days after such referral.