Net Product Sales

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