LO2A Proceeds. Means (i) the total amounts invoiced by or on behalf of, or otherwise due to, any Invoicing Entity, in cash or in kind, generated as a result of the exploitation of the LO2A Technology or any part thereof in any manner whatsoever, including but not limited, in consideration for the sale, lease, conveyance, transfer, rental or other disposal of products and/or grant of rights by any Invoicing Entity to the LO2A Technology or otherwise related to the LO2A Technology, after deduction of: (a) cost... of goods solely with respect to those Products invoiced in the relevant invoice; (b) sales taxes (including value added taxes, excise taxes, customs duties and similar indirect taxes on sales) to the extent applicable to such sale and included in the sale invoice; (c) freight, shipping and insurance charges in respect of such sale to the extent such items are separately itemized on invoices; and (d) credits or allowances actually granted on account of recalls, rejections or returns of Products previously sold; provided that: (A) in the event of sale of a Product between two Invoicing Entities for subsequent sale of such Product to a third party, the LO2A Proceeds shall be the greater of: (x) the actual amount charged for the sale of such Product between such Invoicing Entities; and (y) the amount invoiced by or on behalf of, or otherwise due to, an Invoicing Entity for such sale of such Product to an unrelated third party, in each case, after the deductions specified above, to the extent applicable; (B) in the event an Invoicing Entity receives non-cash consideration for a Product, or the LO2A Proceeds shall be the fair market value of such non-cash consideration; and (C) license fees, royalties and other consideration payable under the LO2A Agreement to Resdevco shall be excluded from LO2A Proceeds; and (ii) the consideration payable in a Sale Transaction or in connection therewith without deduction of any expenses.View More
