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9.3 Option Exercise and Additional Capsid Program Payments. |
9.3.1 α-syn Program Option Payment. If AbbVie exercises the α-syn Program Option, in partial consideration of the rights granted by Capsida to AbbVie hereunder, and subject to the terms and conditions of this Agreement, no later than thirty (30) days after the date of the Exercise Notice relating to the α-syn Program O... |
9.3.2 Tau Program Option Payment. If AbbVie exercises the Tau Capsid Program Option, in partial consideration of the rights granted by Capsida to AbbVie hereunder, and subject to the terms and conditions of this Agreement, no later than thirty (30) days after the date of the Exercise Notice relating to the Tau Program ... |
9.3.3 Additional Capsid Program Option. If AbbVie exercises the Additional Capsid Program Option for a Target, in partial consideration of the rights granted by Capsida to AbbVie hereunder, and subject to the terms and conditions of this Agreement, no later than thirty (30) days after the date of the Exercise Notice re... |
9.3.4 Additional Capsid Program Payments. With respect to each additional Licensed Product for a Licensed Target that contains both (a) a Licensed Capsid Program Capsid and (b) an AbbVie Cargo that is different from the AbbVie Cargo contained in the initial IND filing with respect to such Licensed Target, in partial co... |
9.3.5 Collaboration Program Option Payment. If AbbVie exercises the Collaboration Program Option, in partial consideration of the rights granted by Capsida to AbbVie hereunder, and subject to the terms and conditions of this Agreement, no later than thirty (30) days after the date of the Exercise Notice relating to the... |
9.3.6 IVT Program Option Payment. If AbbVie exercises the IVT Option, in partial consideration of the rights granted by Capsida to AbbVie hereunder, and subject to the terms and conditions of this Agreement, no later than thirty (30) days after the date of the Exercise Notice relating to the IVT Option, AbbVie shall pa... |
9.3.7 SCS Program Option Payment. If AbbVie exercises the SCS Option, in partial consideration of the rights granted by Capsida to AbbVie hereunder, and subject to the terms and conditions of this Agreement, no later than thirty (30) days after the date of the Exercise Notice relating to the SCS Option, AbbVie shall pa... |
9.3.8 IC Program Option Payment. If AbbVie exercises the IC Option, in partial consideration of the rights granted by Capsida to AbbVie hereunder, and subject to the terms and conditions of this Agreement, no later than thirty (30) days after the date of the Exercise Notice relating to the IC Option, AbbVie shall pay C... |
9.3.9 Option Payment Timing. In the event AbbVie exercises an Option more than seventy-five (75) days after AbbVie's receipt of the Final Data Package (or Final Ophthalmology Data Package) with respect to such Option, the applicable Option payment shall be made within fifteen (15) days rather than thirty (30) days afte... |
9.4 α-syn and Tau Milestones. In further consideration of the exclusive rights granted by Capsida to AbbVie under Section 8.1.4 and Section 8.1.5, on the terms and subject to the conditions set forth herein, on a Licensed Target-by-Licensed Target basis for each Licensed Target other than TDP-43, AbbVie shall make the ... |
9.4.1 Development Milestones. Subject to the terms and conditions of this Agreement, AbbVie shall pay to Capsida a Milestone Payment no later than thirty (30) days after the achievement by or on behalf of AbbVie or its Affiliates or Sublicensees of each of the following Milestone Events by the first Milestone Product f... |
Milestone Event: Third patient dosed in the first first-in-human Clinical Trial with the first Milestone Product for such Licensed Target by or on behalf of AbbVie<br>Milestone Payment: Forty Million Dollars (US$40,000,000) |
Milestone Event: First patient dosed in the first Registrational Trial with the first Milestone Product for such Licensed Target for the first AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Seventy-Five Million Dollars (US$75,000,000) |
Milestone Event: First patient dosed in the first Registrational Trial for the first Milestone Product for such Licensed Target for the first non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Fifty Million Dollars (US$50,000,000) |
Milestone Event: First patient dosed in the first Registrational Trial for the first Milestone Product for such Licensed Target for the second non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Twenty-Five Million Dollars (US$25,000,000) |
Milestone Event: First patient dosed in the first Registrational Trial for the first Milestone Product for such Licensed Target for the third non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Twenty-Five Million Dollars (US$25,000,000) |
For purposes of this Section 9.4.1, if a Registrational Trial is a Converted Trial, then the applicable Milestone Payment would only be due with respect to the first patient dosed in such Converted Trial after the Conversion Date. |
9.4.2 Launch Milestones. Subject to the terms and conditions of this Agreement, AbbVie shall pay to Capsida a Milestone Payment no later than thirty (30) days after the achievement by or on behalf of AbbVie or its Affiliates or Sublicensees of each of the following Milestone Events by the first Milestone Product for ea... |
Milestone Event: First Commercial Sale of the first Milestone Product in the United States for the first AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: One Hundred Twenty Million Dollars (US$120,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in the United States for the first non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Seventy-Five Million Dollars (US$75,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in the United States for the second non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Fifty Million Dollars (US$50,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in the United States for the third non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Twenty-Five Million Dollars (US$25,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in a Major European Market for the first AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Ninety Million Dollars (US$90,000,000) |
Milestone Event: First Commercial Sale of the Milestone Product in a Major European Market for the first non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Forty-Five Million Dollars (US$45,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in a Major European Market for the second non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Twenty-Five Million Dollars (US$25,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in a Major European Market for the third non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Fifteen Million Dollars (US$15,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in the first ROW Market for the first AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Fifty Million Dollars (US$50,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in the first ROW Market for the first non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Twenty-Five Million Dollars (US$25,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in the first ROW Market for the second non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Ten Million Dollars (US$10,000,000) |
Milestone Event: First Commercial Sale of the first Milestone Product in the first ROW Market for the third non-AD/PD Indication by or on behalf of AbbVie<br>Milestone Payment: Ten Million Dollars (US$10,000,000) |
Each Milestone Payment in this Section 9.4 shall be payable only once upon the first achievement of the applicable Milestone Event by the first Milestone Product directed to α-syn (if it is a Licensed Target) and once upon the first achievement of the applicable Milestone Event by a Milestone Product directed to Tau (i... |
9.5 Final Selected Ophthalmology Target Milestones. In further consideration of the exclusive rights granted by Capsida to AbbVie under Section 8.1.4 and Section 8.1.5, on the terms and subject to the conditions set forth herein, on a Final Selected Ophthalmology Target-by-Final Selected Ophthalmology Target basis for ... |
9.5.1 Development Milestones. Subject to the terms and conditions of this Agreement, AbbVie shall pay to Capsida an Ophthalmology Milestone Payment no later than thirty (30) days after the achievement by or on behalf of AbbVie or its Affiliates or Sublicensees of each of the following Ophthalmology Milestone Events by ... |
Ophthalmology Milestone Event: Third patient dosed in the first first-in-human Clinical Trial with the first Ophthalmology Milestone Product for such Final Selected Ophthalmology Target by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Thirty-Five Million Dollars (US$35,000,000). The maximum aggregate amoun... |
Ophthalmology Milestone Event: First patient dosed in the first Registrational Trial with the first Ophthalmology Milestone Product for such Final Selected Ophthalmology Target for the first AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Fifty-Five Million Dollars (US$55,000,000). The m... |
Ophthalmology Milestone Event: First patient dosed in the first Registrational Trial for the first Ophthalmology Milestone Product for such Final Selected Ophthalmology Target for the second AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Forty-Five Million Dollars (US$45,000,000). The m... |
Ophthalmology Milestone Event: First patient dosed in the first Registrational Trial for the first Ophthalmology Milestone Product for such Final Selected Ophthalmology Target for the third AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Thirty Million Dollars (US$30,000,000). The maximu... |
For purposes of this Section 9.4.1, if a Registrational Trial is a Converted Trial, then the applicable Ophthalmology Milestone Payment would only be due with respect to the first patient dosed in such Converted Trial after the Conversion Date. |
9.5.2 Launch Milestones. Subject to the terms and conditions of this Agreement, AbbVie shall pay to Capsida an Ophthalmology Milestone Payment no later than thirty (30) days after the achievement by or on behalf of AbbVie or its Affiliates or Sublicensees of each of the following Ophthalmology Milestone Events by the f... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in the United States for the first AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: One Hundred Twenty Million Dollars (US$120,000,000). The maximum aggregate amount payable by AbbVie pursuan... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in the United States for the second AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Seventy-Five Million Dollars (US$75,000,000). The maximum aggregate amount payable by AbbVie pursuant to t... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in the United States for the third AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Fifty Million Dollars (US$50,000,000). The maximum aggregate amount payable by AbbVie pursuant to this mile... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in any three (3) Major European Markets for the first AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Ninety Million Dollars (US$90,000,000). The maximum aggregate amount payable by AbbVie p... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in any three (3) Major European Markets for the second AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Forty-Five Million Dollars (US$45,000,000). The maximum aggregate amount payable by Abb... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in any three (3) Major European Markets for the third AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Twenty-Five Million Dollars (US$25,000,000). The maximum aggregate amount payable by Abb... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in the first ROW Market for the first AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Twenty-Five Million Dollars (US$25,000,000). The maximum aggregate amount payable by AbbVie pursuant to ... |
Ophthalmology Milestone Event: First Commercial Sale of the first Ophthalmology Milestone Product in the first ROW Market for the second AbbVie Indication by or on behalf of AbbVie<br>Ophthalmology Milestone Payment: Fifteen Million Dollars (US$15,000,000). The maximum aggregate amount payable by AbbVie pursuant to thi... |
Each Ophthalmology Milestone Payment in this Section 9.5 shall be payable only once upon the first achievement of the applicable Ophthalmology Milestone Event by the first Ophthalmology Milestone Product directed to a particular Final Selected Ophthalmology Target and no amounts shall be due for subsequent or repeated ... |
9.6 AbbVie Royalties. |
9.6.1 Licensed Capsid Product Royalty Rates. Subject to the terms and conditions of this Agreement, AbbVie shall pay to Capsida a royalty on Calendar Year Net Sales of each Licensed Capsid Product in the Territory (in all countries in which the Royalty Term has not expired for such Licensed Capsid Product), on a Licens... |
Net Sales in a Calendar Year of a Specific Licensed Capsid Product: For that portion of Calendar Year Net Sales less than One Billion Dollars (US$1,000,000,000)<br>Royalty Rate: Six Percent (6%) |
Net Sales in a Calendar Year of a Specific Licensed Capsid Product: For that portion of Calendar Year Net Sales greater than or equal to One Billion Dollars (US$1,000,000,000) but less than Two Billion Dollars (US$2,000,000,000)<br>Royalty Rate: Seven Percent (7%) |
Net Sales in a Calendar Year of a Specific Licensed Capsid Product: For that portion of Calendar Year Net Sales greater than or equal to Two Billion Dollars (US$2,000,000,000)<br>Royalty Rate: Eight Percent (8%) |
With respect to each Licensed Capsid Product in each country in the Territory, from and after the expiration of the Royalty Term for such Licensed Capsid Product in such country, Net Sales of such Licensed Capsid Product in such country shall be excluded for purposes of calculating the Net Sales thresholds and ceilings... |
9.6.2 Licensed Ophthalmology Product Royalty Rates. Subject to the terms and conditions of this Agreement, AbbVie shall pay to Capsida a royalty on Calendar Year Net Sales of each Licensed Ophthalmology Product in the Territory (in all countries in which the Royalty Term has not expired for such Licensed Ophthalmology ... |
Net Sales in a Calendar Year of a Specific Licensed Ophthalmology Product: For that portion of Calendar Year Net Sales less than One Billion Dollars (US$1,000,000,000)<br>Royalty Rate: Six Percent (6%) |
Net Sales in a Calendar Year of a Specific Licensed Ophthalmology Product: For that portion of Calendar Year Net Sales greater than or equal to One Billion Dollars (US$1,000,000,000) but less than Two Billion Dollars (US$2,000,000,000)<br>Royalty Rate: Seven Percent (7%) |
Net Sales in a Calendar Year of a Specific Licensed Ophthalmology Product: For that portion of Calendar Year Net Sales greater than or equal to Two Billion Dollars (US$2,000,000,000)<br>Royalty Rate: Eight Percent (8%) |
With respect to each Licensed Ophthalmology Product in each country in the Territory, from and after the expiration of the Royalty Term for such Licensed Ophthalmology Product in such country, Net Sales of such Licensed Ophthalmology Product in such country shall be excluded for purposes of calculating the Net Sales th... |
9.6.3 Royalty Term. AbbVie's obligation to pay Capsida royalties with respect to a Royalty Product, on a Royalty Product-by-Royalty Product and country-by-country basis, shall commence on the date of First Commercial Sale of such Royalty Product in such country and shall end at the expiration of the Royalty Term for su... |
9.6.4 Reductions. Notwithstanding Section 9.6.1 or Section 9.6.2, but subject to Section 9.6.3, in the event that: |
(a) from and after the date on which a Royalty Product is sold in a country in the Territory and there is no Capsida Background Patent or Program Patent in such country that contains a Valid Claim claiming the Royalty Product or the Licensed Capsids (in the case of a Licensed Capsid Product) or Licensed Ophthalmology C... |
(b) in any country in the Territory during the Royalty Term in such country for a Royalty Product one or more Biosimilar Products with respect to such Royalty Product are launched in such country then, from and after the Calendar Quarter in which Net Sales of a Royalty Product decreases by twenty percent (20%) or more ... |
(c) on a Royalty Product-by-Royalty Product basis for each Royalty Product that is a Licensed Ophthalmology Product, and on a Calendar Quarter-by-Calendar Quarter basis in the U.S., there is an application of a maximum fair price under the Inflation Reduction Act in the U.S. with respect to such Royalty Product, from a... |
9.6.5 Mechanics of Royalty Reduction. Any reductions set forth in Section 9.6.4 shall be applied to the royalty rate payable to Capsida under Section 9.6.1 or Section 9.6.2, as applicable in the order in which the event triggering such reduction occurs; provided that the adjustments made pursuant to Section 9.6.4 shall... |
9.7 Third Party Payments. If AbbVie, any of its Affiliates or its or their Sublicensees (a) enters into an agreement with a Third Party (including pursuant to a settlement or pursuant to Section 10.6) in order to obtain a license or other right to a Third Party Right with respect to a Royalty Product in one or more cou... |
9.8 Estimated Sales Levels. Capsida acknowledges and agrees that the sales levels set forth in Section 9.6.1 and Section 9.6.2 shall not be construed as representing an estimate or projection of anticipated sales of the Royalty Products, or implying any level of diligence or Commercially Reasonable Efforts, in the Terr... |
9.9 Royalty Payments and Reports. AbbVie shall calculate all amounts payable to Capsida pursuant to Section 9.6 at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 9.17. AbbVie shall pay to Capsida the royalty amounts due with respect to a given Calendar Quarter ... |
9.10 Capsida ALS Reversion Product Milestones. In consideration of the license granted by AbbVie to Capsida pursuant to Section 8.2.4, on the terms and subject to the conditions set forth herein, Capsida shall make the following payments to AbbVie after the achievement following the ALS Reversion Triggering Event durin... |
9.10.1 Development Milestones. Subject to the terms and conditions of this Agreement, Capsida shall pay to AbbVie a payment (collectively, "ALS Milestone Payments") no later than thirty (30) days after the achievement by or on behalf of Capsida or its Affiliates or Sublicensees of each of the following event by the ALS... |
ALS Milestone Event: Third patient dosed in the first first-in-human Clinical Trial with the ALS Reversion Product by or on behalf of Capsida<br>ALS Milestone Payment: Four Million Dollars (US$4,000,000) |
ALS Milestone Event: First patient dosed in the first Registrational Trial for the ALS Reversion Product for ALS by or on behalf of Capsida<br>ALS Milestone Payment: Seven Million, Five Hundred Thousand Dollars (US$7,500,000) |
9.10.2 Launch Milestones. Subject to the terms and conditions of this Agreement, Capsida shall pay to AbbVie a payment no later than thirty (30) days after the achievement by or on behalf of Capsida or its Affiliates or Sublicensees of each of the following events by the ALS Reversion Product after the ALS Reversion Tr... |
ALS Milestone Event: First Commercial Sale of the ALS Reversion Product in the United States for ALS by or on behalf of Capsida<br>ALS Milestone Payment: Twelve Million Dollars (US$12,000,000) |
ALS Milestone Event: First Commercial Sale of the ALS Reversion Product in a Major European Market for ALS by or on behalf of Capsida<br>ALS Milestone Payment: Nine Million Dollars (US$9,000,000) |
ALS Milestone Event: First Commercial Sale of the ALS Reversion Product in the first ROW Market for ALS by or on behalf of Capsida<br>ALS Milestone Payment: Five Million Dollars (US$5,000,000) |
Each ALS Milestone Payment in this Section 9.10 shall be payable only once upon the first achievement of the applicable event by the ALS Reversion Product and no amounts shall be due for subsequent or repeated achievements of such event. |
9.11 Capsida ALS Reversion Product Royalties. |
9.11.1 Subject to the terms and conditions of this Agreement, Capsida shall pay to AbbVie a royalty on Calendar Year Capsida Sales of the ALS Reversion Product in the Territory, on a Licensed Capsid Product-by-Licensed Capsid Product basis, at the following rates: |
Capsida Sales in a Calendar Year of a Specific ALS Reversion Product: For that portion of Capsida Sales less than One Billion Dollars (US$1,000,000,000)<br>Royalty Rate: Six Percent (6%) |
Capsida Sales in a Calendar Year of a Specific ALS Reversion Product: For that portion of Capsida Sales greater than or equal to One Billion Dollars (US$1,000,000,000) but less than Two Billion Dollars (US$2,000,000,000)<br>Royalty Rate: Seven Percent (7%) |
Capsida Sales in a Calendar Year of a Specific ALS Reversion Product: For that portion of Capsida Sales greater than or equal to Two Billion Dollars (US$2,000,000,000)<br>Royalty Rate: Eight Percent (8%) |
9.11.2 Capsida shall calculate all amounts payable to AbbVie pursuant to this Section 9.11 at the end of each Calendar Quarter, which amounts shall be converted to Dollars, in accordance with Section 9.17. Capsida shall pay to AbbVie the royalty amounts due with respect to a given Calendar Quarter within ninety (90) da... |
9.11.3 Capsida's obligation to pay AbbVie's royalties with respect to the ALS Reversion Product, on a country-by-country basis, shall commence on the First Commercial Sale of such ALS Reversion Product in such country and shall end on the latest to occur of: (a) the expiration, invalidation or abandonment date of the l... |
9.11.4 Reductions. Notwithstanding Section 9.11.1, but subject to Section 9.11.3, in the event that: |
(a) from and after the date on which the ALS Reversion Product is sold in a country in the Territory and there is no AbbVie Background Patent, Capsida Background Patent or Program Patent in such country that contains a Valid Claim claiming the ALS Reversion Product or Licensed Capsid contained therein (excluding any Va... |
(b) in any country in the Territory during the ALS Reversion Royalty Term in such country, if one or more Biosimilar Products with respect to the ALS Product are launched in such country then, from and after the Calendar Quarter in which the Net Sales of the ALS Product in such country decreases by twenty percent (20%)... |
9.12 Capsida ALS Reversion Product Third Party Payments. |
9.12.1 In addition to the milestones and royalties payable pursuant to Section 9.10 and Section 9.11, Capsida shall be responsible for, with respect to agreements with Third Parties existing as of the date of the ALS Reversion Triggering Event, (a) making any payments owed to Third Parties under any such Third Party ag... |
9.12.2 Without limiting the representations, warranties and covenants set forth in Article 12, Capsida acknowledges and agrees that the sublicenses and any other rights granted by AbbVie to Capsida with respect to the ALS Reversion Product, including with respect to prosecution, enforcement and defense rights as set fo... |
9.12.3 Without limiting the foregoing, (a) the Parties shall, from time to time, upon the reasonable request of either Party, discuss the terms of such Third Party agreement and agree upon, to the extent reasonably possible, a consistent interpretation of the terms of such Third Party agreement in order to, as fully as... |
9.13 Profit Share for ALS Products in the Territory. Subject to Section 9.14, each Party shall receive fifty percent (50%) of all Net Profits, and bear fifty percent (50%) of all Net Losses, as applicable, with respect to each ALS Product in the Territory. For clarity, no royalty payments shall be due pursuant to Secti... |
9.14 Calculation and Payment of Co-Development Cost Share and Net Profit or Net Loss Share. If AbbVie exercises the Collaboration Program Option then the following provisions shall apply: |
9.14.1 Cost Share. Within forty-five (45) days after the end of each Calendar Quarter in which there are reportable costs and expenses for any ALS Product, each Party shall report to the other Party the Co-Development Costs incurred by such Party for such ALS Product during such Calendar Quarter, which report shall spe... |
9.14.2 Deferred Co-Development Costs. With respect to any Deferred Co-Development Costs that are owed by Capsida to AbbVie pursuant to Section 4.2.5(c), within forty-five (45) days after the date that the first Regulatory Approval in the Territory is received for the first ALS Product, AbbVie shall report to Capsida th... |
9.14.3 Net Sales and Allowable Expenses. |
(a) Within forty-five (45) days after the end of each Calendar Quarter in which there are reportable costs and expenses for any ALS Product, AbbVie shall report to Capsida the Net Sales for such ALS Product during such Calendar Quarter in the Territory, and each Party shall report to the other Party the Allowable Expen... |
(b) No separate payment shall be made for the last Calendar Quarter in any Calendar Year. Instead, within forty-five (45) days after the receipt of the report pursuant to Section 9.14.3(a) for the last Calendar Quarter of such Calendar Year, a final reconciliation shall be conducted by comparing the share of Net Profit... |
9.14.4 Netting of Payments. In the event that, for any Calendar Quarter, the same Party does not owe the other Party payments under each of Section 9.14.1 and Section 9.14.3, the Parties may agree to net such payments such that only one Party makes one reconciling payment for such Calendar Quarter. |
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