Net Product Sales

Net Product Sales. Means, with respect to the Product, the gross amounts invoiced for sales of the Product(s) by SYNOVICS, to its Customers, its Affiliates or Sublicensees, less the sum of: (a) trade, quantity and cash discounts actually allowed or paid; (b) credits or allowances given or made for rejection or return of previously sold products; (c) to the extent included in the invoiced price, taxes, duties or other ... governmental charges levied on or measured by the billing amount, as adjusted for rebates and refunds; (d) to the extent included in the invoiced price, charges for shipping, freight and insurance directly related to the distribution of the Product by SYNOVICS (excluding amounts reimbursed by Third Party customers); and (e) discounts, refunds, rebates, charge backs, retroactive price adjustments and any other allowances granted to managed health care organizations or to federal, state and local governments, their agencies, purchasers and reimbursers; PROVIDED, HOWEVER, that during any Calendar Quarter the sum of the items described in (a) and (d) above, for any Product shall not exceed [*] of the gross sales for such Product during such Calendar Quarter and any amounts in excess of such [*] limitation 4 * Portions of this exhibit have been omitted and filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. shall not be deductible in any other Calendar Quarter. Sales of a Product for use in conducting clinical trials of such Product in a country of the Territory in order to obtain Regulatory Approval of such Product in such country shall not be considered as "sales" for purposes of this SECTION 1.27. View More

Net Product Sales. Means, as applicable, the following: 2.10.1. Elitech's or its Affiliates' gross revenues received from Sales of Products, less value added taxes, sales taxes and their equivalents (such as goods and services taxes and provisional sales taxes), and any other taxes (but not including taxes on income not levied directly on a Sale), and less credits for returns, rebates, discounts, insurance, transportation costs, bad debt allowances when actually taken, and customs duties; 2.10.2. If a Product... is Sold as part of a Combination Product, the Net Product Sales of the Combination Product, for the purpose of determining the royalty payments to be paid to Corgenix thereon, will be determined by multiplying the actual Net Product Sales of the Combination Product determined in accordance with Section 2.10.1, for the applicable royalty reporting period, by the fraction A/A+B, where A is the average selling price of the Product for Sales thereof during the reporting period, and B is the average selling price to Consumers of a unit of the other product(s) included in the Combination Product for Sales thereof during the reporting period; provided, however, that if the Product and/or the other product(s) were not sold separately during the reporting period in question, then A/A+B will be calculated based on A and B for the most recent royalty reporting period in which they were sold separately; 2.10.3. Corgenix's gross revenues received from Sales of New Corgenix Assays, less value added taxes, sales taxes and their equivalents (such as goods and services taxes and provisional sales taxes), and any other taxes (but not including taxes on income not levied directly on a Sale), and less credits for returns, rebates, discounts, insurance, transportation costs, bad debt allowances when actually taken, and customs duties; and 2.10.4. If a Product price is increased to include an amount to cover service costs, finance costs or depreciation of an instrument or other products bundled with such Product under a reagent rental plan or analogous plan, then Net Product Sales for such Products will be reduced to reflect the amortized costs associated with provision of any such instrument or other products bundled with such Product. Total depreciation and service charges will be determined in accordance with United States generally accepted accounting principles. View More

Net Product Sales. Means the aggregate gross invoice price of (a) Approved IVD Products sold by Siemens, its Affiliates and its or their licensees, and (b) Tocagen Products sold by Tocagen, its Affiliates and its or their licensees, in each case, in the Territory to independent Third Parties in bona-fide, arm's-length transactions, less the following amounts actually incurred, allowed or taken by such Party, its Affiliates or such licensees (to the extent attributable to the applicable Product and to the extent... not already deducted in the amount invoiced): [...***...]. Products used in commercially reasonable quantities for promotional or sampling purposes by a Party for which such Party receives no consideration, Products used in preclinical studies or clinical trials, and Products used in limited numbers in compassionate use programs shall not be considered in determining Net Product Sales. View More

Net Product Sales. Means all cash and non-cash consideration (including, securities, discounts or credits provided to Licensee) obtained from the Sale, use or other exploitation of any Products by Licensee or its Affiliates (including any payment or other consideration received by Licensee or any of its Affiliates directly or indirectly from any end user for any use or other exploitation of any Product) less the following items directly attributable to the Sale of any such Product that are both itemized on a... customer invoice and actually paid by Licensee or its Affiliate to a Third-Party: (a) sales, value added, use or other taxes or government charges actually paid, excluding income taxes; (b) import or export duties actually paid; (c) freight, transport, packing or transit insurance charges actually paid; or (d) other amounts actually refunded, allowed or credited due to rejections or returns, but not exceeding the original invoiced amount. Where a Product is not Sold, but is otherwise disposed of (such as given away for free for promotional purposes) or is sold in connection with another items or services, the "Net Product Sales" of such Product for the purposes of computing Royalties will be the net selling price at which a Product of similar kind and quality are currently being offered for sale by Licensee or any of its Affiliates (whichever is greater). For clarity, dispositions between or among Licensee and any of its Affiliates will not be deemed a Sale (except where such Affiliate is an end user of such goods or services), but Net Product Sales will include subsequent final sales to Third Parties by Licensee or its Affiliates. View More