Basis for Royalty. This [Section 11.7] is intended to provide for payments to [[Cytokinetics:Organization]] equal to the percentages of Net Sales set forth in this [Section 11.7] for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Astellas acknowledges, the substantial value of the various actions and investments undertaken by [[Cytokinetics:Organization]] prior to the Effective Date and that [[Cytokinetics:Organization]] will undertake under this Agreement, and that the value of the [[Cytokinetics:Organization]] Technology licensed to Astellas hereunder resides substantially in [[Cytokinetics:Organization]] Know-How. As a result, the Parties attribute such value to [[Cytokinetics:Organization]]’ leading proprietary knowledge in the subject matter, including trade secrets,

Basis for Disapproval. The Committee shall have the right to disapprove an Application submitted to it in the event any part of the Application: # is not in accordance with this Declaration, and any Design Guidelines or other requirements adopted by the Committee; or # is incomplete; or # is not in compliance with the applicable governmental approvals and regulations for the Project, or other City development standards and reputations applicable to the Property, including without limitation City Design Review Board plans or requirements; or # is deemed by the Committee to be contrary to the best interests of the Project or the Owners; or # any combination of the foregoing. The Committee shall not unreasonably withhold its approval of an Application submitted to it, but may condition its approval on the satisfaction of one or more conditions set forth in writing. In this regard, the Committee may base its approval or disapproval on criteria which may include, but are not limited to, the following: # the adequacy of the Building locations and dimensions on the Lot; # the adequacy of the parking to be provided; # conformity and harmony of external design with neighboring structures; # effect of location and proposed use of proposed Improvements on neighboring Lots and the types of operations and uses thereof; # relation of topography, grade and finish ground elevation of the Lot being improved to that of neighboring Lots; # proper facing of main elevation with respect to nearby streets and other buildings; # adequacy of screening trash facilities and mechanical, air conditioning or other rooftop installations; # adequacy of landscaping; and # conformity of the Application to the purpose and general plan and intent of this Declaration. No Application shall be approved which does not provide for the underground installation of all utility services. The Committee may condition its approval of an Application on such changes therein as it deems appropriate such as, and without limitation, the approval of such Improvements by a holder of an easement which may be impaired thereby or upon approval of any such Improvements by the appropriate governmental entity. Any Committee approval conditioned upon the approval by a governmental entity shall not imply the Operator is enforcing any government codes or regulations, nor shall the failure to make such conditional approval imply that any such governmental entity approval is not required. In reviewing or approving any Application, the Committee shall not be responsible for determining compliance with any governmental land use or building construction ordinances or requirements.

Basis for Royalty. This Section 9.4 is intended to provide for payments to [[Cytokinetics:Organization]] equal to the percentages of Net Sales set forth in this Section 9.4 for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Ji Xing acknowledges, the substantial value of the various actions and investments undertaken by [[Cytokinetics:Organization]] prior to the Effective Date and that [[Cytokinetics:Organization]] will undertake under this Agreement, and that the value of the [[Cytokinetics:Organization]] Licensed IP licensed to Ji Xing hereunder resides substantially in [[Cytokinetics:Organization]] Know-How. As a result, the Parties attribute such value to [[Cytokinetics:Organization]]’ leading proprietary knowledge in the subject matter, including trade secrets, preclinical and clinical data pertaining to the Compound and Product, and regulatory filings made by [[Cytokinetics:Organization]] prior to the Effective Date, in each case created or generated by [[Cytokinetics:Organization]] through the expenditure of significant resources and as a result of [[Cytokinetics:Organization]]’ unique innovative capabilities. The Parties agree that because [[Cytokinetics:Organization]] is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate [[Cytokinetics:Organization]] for these additional benefits as part of the overall consideration for [[Cytokinetics:Organization]] to enter into this Agreement.

Royalty for Products. During the applicable Royalty Term, [[Firmenich:Organization]] shall pay to [[Senomyx:Organization]] a royalty of […​…] containing one or more Selected Compounds […​…]. [[Firmenich:Organization]] and its Affiliates may sell any Selected Compound alone (i.e., as a Stand-Alone Product) subject to Section 7.3.1, or as part of a flavour, fragrance or other formulation for a particular use in the Licensed Fields.

GAAP Basis. In the event the auditors of the Company are required hereunder to determine the values, accounts, give opinions or make, any other valuation of any nature, the auditors shall employ and apply GAAP consistently unless the context otherwise requires the application of the principles of tax accounting (or differing regulatory rules).

Basis for Award. This Performance Stock Award is granted under the Plan for valid consideration provided to the Company by the Participant. By the Participant’s execution of the Certificate, the Participant agrees to accept the Award rights granted under the Certificate and this Agreement and to receive the Performance Shares (defined below) designated in the Certificate subject to the terms of the Plan, the Certificate and this Agreement.

Pricing Basis. Client acknowledges that the Price in any Year is quoted based upon the Minimum Order Quantity and the Annual Volume specified in [Schedule B] to a Product Agreement. The Price is subject to change if ​.

Pricing Basis. Client acknowledges that the Price in any Year is agreed based upon the applicable ​ for that Year. Patheon may adjust the Price if it reasonably concludes, or is notified by Client, that the ​.

BASIS FOR AWARD. This Award is made in accordance with Section 11 of the Plan. The Grantee hereby receives as of the date hereof an Award of Restricted Stock Units pursuant to the terms of this Agreement (the “Grant”).

Basis for Royalty. This [Section 9.4] is intended to provide for payments to [[Cytokinetics:Organization]] equal to the percentages of Net Sales set forth in this [Section 9.4] for the duration of the Royalty Term. In establishing this payment structure, the Parties recognize, and Ji Xing acknowledges, the substantial value of the various actions and investments undertaken by [[Cytokinetics:Organization]] prior to the Effective Date and that [[Cytokinetics:Organization]] will undertake under this Agreement, and that the value of the [[Cytokinetics:Organization]] Licensed IP licensed to Ji Xing hereunder resides substantially in [[Cytokinetics:Organization]] Know-How. As a result, the Parties attribute such value to [[Cytokinetics:Organization]]’ leading proprietary knowledge in the subject matter, including trade secrets, preclinical and clinical data pertaining to the Compound and Product, and regulatory filings made by [[Cytokinetics:Organization]] prior to the Effective Date, in each case created or generated by [[Cytokinetics:Organization]] through the expenditure of significant resources and as a result of [[Cytokinetics:Organization]]’ unique innovative capabilities. The Parties agree that because [[Cytokinetics:Organization]] is not separately compensated under this Agreement for such additional benefits, the royalties set forth above are appropriate for the duration of the Royalty Term. The Parties have agreed to the payment structure set forth herein as a convenient and fair mechanism for both Parties in order to compensate [[Cytokinetics:Organization]] for these additional benefits as part of the overall consideration for [[Cytokinetics:Organization]] to enter into this Agreement.