Unexpected Results Clause Samples

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Unexpected Results. In the event that after a royalty rate is set for a class of Products, subsequent developments, such as failure to obtain patent protection, much lower or higher market prices for a Product than projected, much lower or higher volumes of sales of Products than forecast, third party patent infringement claims or royalties payable to a Third Party on a Product, result in a material impact of greater than twenty percent (20%) on the projected Added Value on which the royalty rate was based, the Parties shall in good faith negotiate an adjustment to the royalty rate, within the range specified in the last sentence of Section 5.2.1(i), for such class of Products upon request of either party.
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Unexpected Results. In the event that Celanese believes in good faith that the agreed split of value added Net Income will make it commercially impracticable to sell Products for use in manufacturing it may notify Symyx. In such a case, Symyx will be open to rediscussing this issue on a case-by-case basis. In addition, if either party determines after five years of payment of royalties on Net Sales of Products by Celanese and its Associates hereunder, that the royalty rate (i) is projected over the life of the royalty payment to exceed 50% of the Added Value, and the rate is above the minimum set out in Section 5.2.1(a), above, or (ii) is projected over the life of the royalty payment to provide less than 12.5% of the Added Value, and the royalty rate is below the maximum set out in Section 5.2.1(a), above, then notice shall be given to the other party, and Celanese and Symyx shall discuss what action, if any, the parties mutually agree to take with regard to such calculation.
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Unexpected Results. Notwithstanding any of the foregoing provisions: (a) if NOVARTIS has chosen not to exercise its Development Election with respect to a particular Drug Candidate at the First Opportunity, and during development activities conducted by VERTEX thereafter, but prior to the Second Opportunity, VERTEX discovers significant evidence that the Drug Candidate being studied for specified Indications and with reference to one or more particular mechanisms of action (i) would be a promising candidate for development in an Indication which was not previously considered by the JRC to be relevant to the targeted mechanism of action (a "New Indication"); or (ii) acts by means of a mechanism of action not previously considered by the JRC with respect to that Drug Candidate (a "New Mechanism"), and by reason of that New Mechanism would be a promising candidate for development in a New Indication; (b) then NOVARTIS shall have the right to elect to develop that Drug Candidate, for the New Indication only, as if development were being proposed by VERTEX as a First Opportunity Candidate under Section 4.3 hereof. If NOVARTIS elects under (b) above to develop that Drug Candidate, it will compensate VERTEX, on a basis to be agreed, for any development work which it has performed beyond the First Opportunity which is useful for NOVARTIS in development of the Drug Candidate for the New Indication. In turn, VERTEX will allow NOVARTIS to cross-reference any of its filings with regulatory authorities relative to that Drug Candidate, which are necessary in the course of developing the Drug Candidate for the New Indication.
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Related to Unexpected Results

  • Results Revvity Omics will return the results of the Sequencing Test to the Ordering Provider via secure e-mail.

  • Positive Test Results In the event an employee tests positive for drug use, the employee will be provided, in writing, notice of their right to explain the test results. The employee may indicate any relevant circumstance, including over the counter or prescription medication taken within the last thirty (30) days, or any other information relevant to the reliability of, or explanation for, a positive test result.

  • Test Results The employer, upon request from an employee or former employee, will provide the confidential written report issued pursuant to 4.9 of the Canadian Model in respect to that employee or former employee.

  • Narrative Results i. For the first Quarterly Claims Review Report only, a description of (a) Khanna’s billing and coding system(s), including the identification, by position description, of the personnel involved in coding and billing, and (b) a description of controls in place to ensure that all items and services billed to Medicare or TRICARE program by Khanna are medically necessary and appropriately documented. Subsequent Quarterly Claims Review Reports should describe any significant changes to items (a) and (b) or, if no significant changes were made, state that the systems and controls remain the same as described in the prior Quarterly Claims Review Report. ii. A narrative explanation of the results of the Quarterly Claims Sample, including reasons for errors, patterns noted, etc.

  • Best After-Tax Result In the event that any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (a), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of Section 10, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in the Payments being $1.00 less than the amount at which any portion of the Payments would be subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Tax Counsel shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section. In the event that Section 9(a)(ii)(B) above applies, then based on the information provided to Executive and the Company by Independent Tax Counsel, Executive may, in Executive’s sole discretion and within thirty (30) days of the date on which Executive is provided with the information prepared by Independent Tax Counsel, determine which and how much of the Payments (including the accelerated vesting of equity compensation awards) to be otherwise received by Executive shall be eliminated or reduced (as long as after such determination the value (as calculated by Independent Tax Counsel in accordance with the provisions of Sections 280G and 4999 of the Code) of the amounts payable or distributable to Executive equals the Reduced Amount). If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Excise Tax, then Section 9(b) hereof shall apply, and the enforcement of Section 9(b) shall be the exclusive remedy to the Company.