Net Proceeds

Net Proceeds. Shall mean the aggregate cash proceeds received by any of Borrowers or Guarantors in respect of any Asset Sale, less the amount of any sales or transfer taxes and other direct expenses of such Borrowers or Guarantors relating to such Asset Sale.

Net Proceeds. Shall mean the entire proceeds of any insurance required under clause (i) of Paragraph 16(a) hereof, less any reasonable expenses incurred by Landlord or Tenant in collecting such proceeds. 2

Net Proceeds. Means the proceeds per Product after deducting the Phase 1 Product Prices or Phase 2 Product Prices, as appropriate, from the Net Revenue.

Net Proceeds. Shall mean, without duplication, all revenues, receipts, monies and the fair market value of all other consideration received or collected, directly or indirectly, by Xenova, or any Affiliate of Xenova, from end users or any third parties as consideration for the commercialization and sale of the Product in the Field outside the *Material has been omitted and filed separately with the commission. -3- Territory or, as applicable, the ODD Product in the Territory, provided however that "NET... PROCEEDS" shall not include, without duplication: (a) Bona fide milestone payments, license and sublicense fees or equity investments received or collected by Xenova, or any Affiliate of Xenova, from any sub-licensee or other third party in exchange for rights to exploit and commercialize the Product or ODD Product; or (b) Any revenues, receipts or monies received by Xenova, or any Affiliate of Xenova, on account of (as applicable) research, development or manufacturing expenses including a commercially reasonable research, development or manufacturing profit mark up, or on account of bona fide commercially reasonable marketing and distribution expenses and other bona fide third party expenses and financial obligations of Xenova, or any Affiliate of Xenova, attributable to the research, development, commercialization and/or sale of the Product or the ODD Product. For greater clarity, it is the intention of the parties that: (i) In the event Xenova sublicenses to a third party the marketing and distribution of the Product in any country outside the Territory or the ODD Product in the Territory, then "NET PROCEEDS" would comprise revenues received or collected by Xenova in the nature of "running royalties", after deduction (without duplication) of royalty obligations to third parties with respect to the Product or the ODD Product and any other third party expenditure directly related to unit sales of the Product or the ODD Product; (ii) In the event Xenova enters into a profit share collaboration or similar arrangement with a third party in respect of the marketing and distribution of the Product in any country outside the Territory or the ODD Product in the Territory, then "NET PROCEEDS" would comprise Xenova's share in the profits from that profit share collaboration, after deduction (without duplication, and to the extent not already deducted in calculating Xenova's share in the profits) of royalty obligations to third parties with respect to the Product or ODD Product and any other third party expenditure directly related to unit sales of the Product or ODD Product; and (iii) In the event Xenova directly markets and distributes the Product in any country outside the Territory or the ODD Product in the Territory, then "NET PROCEEDS" would also include "NET SALES", after deduction of bona fide commercially reasonable marketing and distribution expenses and other bona fide commercially reasonable third party expenses and financial obligations of Xenova, or any Affiliate of Xenova, attributable to the commercialization and sale of the Product or ODD Product in that country after deduction (without duplication) of royalty obligations to third parties with respect to the Product or ODD Product and any other third party expenditure directly related to unit sales -4- of the Product or ODD Product (including any royalties paid to any third party in connection with such commercialization and sale). In any case, commercially reasonable manufacturing profits attributable to the manufacturing of the Product or ODD Product are not intended to be included in "NET PROCEEDS". View More

Net Proceeds. Will mean the invoice price at which Innerwall licenses the licenses the ENCLAVE(TM) software, less: the actual cost of freight charges or of freight absorption separately stated on the invoice; all discounts, allowances and rebates; associated fees and commissions; duties and taxes on sale, transportation or delivery separately stated on the invoice (unless in the nature of a value added tax, which need not be separately stated); credit and cash refunds for returned goods; and allowances for... damaged, obsolete or defective goods. View More

Net Proceeds. Means (i) with respect to a Sale of the Company described in clause (ii) of the definition of Sale of the Company, the net cash proceeds of such Sale of the Company remaining in the Company for distribution to the Company's equity holders following the repayment of all debt and other liabilities owed by the Company and its Subsidiaries (including transaction fees and expenses), or (ii) with respect to a Sale of the Company described in clause (i) of the definition of Sale of the Company, the... amount of cash proceeds which the Company's equity holders would receive with respect to such Sale of the Company after the repayment of all debt and other liabilities owed by the Company and its Subsidiaries (including transaction fees and expenses); provided that "Net Proceeds" shall be determined prior to the payment of any amounts described in Section 5 hereof; provided further that notwithstanding anything herein to the contrary, if Executive's employment with the Company terminates prior to the consummation of the first Sale of the Company after the Start Date, "Net Proceeds" shall mean an amount equal to 5.5 times the Company's twelve-month trailing EBITDA as of the date Executive's employment with the Company terminates, minus the amount of debt and other liabilities of the Company as of such date. View More

Net Proceeds. Shall mean any and all proceeds of any Shared Collateral (including, without limitation, any proceeds realized from any collection, sale or other disposition of any Shared Collateral or from any set-off, deduction or counterclaim) remaining after payment in full of any security interests or liens of any other Person that are senior in priority to the security interests and liens of the US Agent, the UK Agent, the US Security Trustee, and/or the UK Security Trustee in, to, and/or on any such... Shared Collateral. View More

Net Proceeds. Of any transaction shall mean the gross proceeds of such transaction net of any commissions or transaction fees and expenses paid by the Company in connection with such transaction.

Net Proceeds. Shall have the meaning ascribed to such term in Section ‎2(b)(vi).

Net Proceeds. Means all proceeds derived from any sale or transfer of any shares of stock issued to Campbell pursuant to the RSA (as defined in Section 4), less brokerage costs paid in connection with the sale of the shares, less income tax payable by Campbell in connection with the sale or transfer of the shares. Proceeds include the cash value of non-cash consideration received, or the amount of indebtedness discharged, in exchange for transfer of shares.