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Combination Products
Combination Products contract clause examples

Notwithstanding anything to the contrary, in the event that any Primary Royalty Product includes, in addition to one or more CDCs, one or more other active pharmaceutical ingredients (a “Primary Combination Product”), the Primary Net Sales of such Primary Combination Product in a particular country, for the purposes of determining royalty payments due to Legacy hereunder, shall be determined by multiplying the Primary Net Sales of the Primary Combination Product in such country by the fraction, A / (A+B), where A is the weighted average sale price of the Primary Royalty Product including the CDC(s) (and not any of the other active pharmaceutical ingredients included in the Primary Combination Product) (the “Primary Basic Product”) when sold separately in finished form in such country, and B is the weighted average sale price(s) of product(s) including the other active pharmaceutical ingredient(s) (and not any CDC(s)) (such products, “Other Primary Royalty Products” ) sold separately in finished form in such country (if there is more than one Primary Other Product, B shall equal the sum of all such Other Primary Royalty Products’ weighted average sale prices in such country).

In the event that, with respect to any Primary Combination Product sold in a particular country, the weighted average sale price(s) in such country of neither the Primary Basic Product nor the Primary Other Product(s) in the Primary Combination Product can be determined, the Primary Net Sales of the Primary Combination Product shall, for the purposes of determining royalty payments with respect to such Primary Combination Product, be commercially reasonable and determined by good faith negotiation between Primary and Legacy consistent with the ratios and related principles referenced above and based on the relative value of the CDC(s) and the other active pharmaceutical ingredient(s) to such Primary Combination Product.

In the event that, with respect to any Primary Combination Product sold in a particular country, the weighted average sale price(s) of the Primary Other Product(s) in such country can be determined but the weighted average sale price of the Primary Basic Product cannot be determined, Primary Net Sales for purposes of determining royalty payments shall be calculated by multiplying the Primary Net Sales of the Primary Combination Product by the following formula: one (1) minus (B / C), where B is the weighted average sale price(s) of the Primary Other Product(s) when sold separately in finished form in such country and C is the weighted average sale price of the Primary Combination Product in such country (if there is more than one Primary Other Product, B shall equal the sum of all such Other Primary Royalty Products’ weighted average sale prices in such country).

In the event that, with respect to any Primary Combination Product sold in a particular country, the weighted average sale price of the Primary Basic Product in such country can be determined but the weighted average sale price(s) of the Primary Other Product(s) in such country cannot be determined, Primary Net Sales for purposes of determining royalty payments for such Primary Combination Product in such country shall be calculated by multiplying the Primary Net Sales of the Primary Combination Product in such country by the fraction A / C, where A is the weighted average sale price of the Primary Basic Product when sold separately in finished form in such country and C is the weighted average sale price of the Primary Combination Product in such country.

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