Net Sales Price
Example Definitions of "Net Sales Price"
Net Sales Price. Shall mean the GROSS SALES PRICE as defined in (b) below received by CEREBROTEC or any of its AFFILIATES or SUBLICENSEES ("SELLERS") for the sale or distribution of any PRODUCT to a final customer who will be the end user of the PRODUCT and is not an AFFILIATE or SUBLICENSEE ("CUSTOMER"), less (to the extent appropriately documented) the following amounts actually paid out by CEREBROTEC, its AFFILIATE or SUBLICENSEE or credited against the amounts received by them from the sale or distribution
... of PRODUCT: (a) (i) credits and allowances for price adjustment, rejection, or return of PRODUCTS previously sold; (ii) rebates and cash discounts to purchasers allowed and taken; (iii) amounts for transportation, insurance, handling or shipping charges to purchasers; (iv) taxes, duties and other governmental charges levied on or measured by the sale of PRODUCTS, whether absorbed by CEREBROTEC or paid by the purchaser so long as CEREBROTEC's price is reduced thereby, but not franchise or income taxes of any kind whatsoever; (v) for any sale in which the United States government on the basis of its royalty-free license pursuant to 35 USC Sec. 202(c) to any PATENT RIGHT requires that the GROSS SALES PRICE of any PRODUCT subject to such PATENT RIGHT be reduced by the amount of such royalty owed GENERAL pursuant to paragraph 3.1, the amount of such royalty. (b) For any bona fide sale to a bona fide CUSTOMER by CEREBROTEC or any of its AFFILIATES or SUBLICENSEES, the GROSS SALES PRICE shall be the gross billing price of the PRODUCT. (c) If CEREBROTEC or any of its AFFILIATES or SUBLICENSEES sell any PRODUCT in a bona fide sale as a component of a combination of active functional elements, the GROSS SALES PRICE of the PRODUCT shall be determined by multiplying the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. GROSS SALES PRICE of the combination by the fraction A over A+B, in which "A" is the GROSS SALES PRICE of the PRODUCT portion of the combination when sold separately during the ACCOUNTING PERIOD in the country in which the sale was made, and "B" is the GROSS SALES PRICE of the other active elements of the combination sold separately during said ACCOUNTING PERIOD in said country. In the event that no separate sale of either such PRODUCT or active elements of the combination is made during said ACCOUNTING PERIOD in said country, the GROSS SALES PRICE of the PRODUCT shall be determined by multiplying the GROSS SALES PRICE of such combination by the fraction C over C+D, in which "C" is the standard fully-absorbed cost of the PRODUCT portion of such combination, and "D" is the sum of the standard fully-absorbed costs of the other active elements component(s), such costs being arrived at using the standard accounting procedures of CEREBROTEC which will be in accord with generally accepted accounting practices. (d) If a SELLER commercially uses or disposes of any PRODUCT by itself (as opposed to a use or disposition of the PRODUCT as a component of a combination of active functional elements) other than in a bona fide sale to a bona fide CUSTOMER, the GROSS SALES PRICE hereunder shall be the price which would be than payable in an arm's length transaction with such a CUSTOMER. If a SELLER commercially uses or disposes of any PRODUCT as a component of a combination of active functional elements other than in a bona fide sale to a bona fide customer, the GROSS SALES PRICE of the PRODUCT shall be determined in accordance with paragraph (c) above, using as the GROSS SALES PRICE of the combination that price which would be then payable in an arm's length transaction. (e) Transfer of a PRODUCT within CEREBROTEC or between CEREBROTEC and an AFFILIATE for sale by the transferee shall not be considered a sale, commercial use or disposition for the purpose of the foregoing paragraphs; in the case of such transfer the GROSS SALES PRICE shall be based on sale of the PRODUCT by the transferee.
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Net Sales Price. Shall mean the GROSS SALES PRICE as defined in (b) below received by
CEREBROTEC COMPANY or any of its AFFILIATES or SUBLICENSEES ("SELLERS") for the sale
or distribution of any PRODUCT to a
final customer who will be the end user of the PRODUCT and third party that is not an AFFILIATE or SUBLICENSEE
of COMPANY ("CUSTOMER"), less (to the extent appropriately documented) the following amounts actually paid out by
CEREBROTEC, COMPANY, its AFFILIATE or SUBLICENSEE or credited against the amounts
... received by them from the sale or distribution of PRODUCT: (a) (i) credits and allowances for price adjustment, rejection, or return of PRODUCTS previously sold; (ii) rebates trade, quantity and cash discounts and sales returns and allowances, including (A) those granted on account of price adjustments, billing errors, rejected goods, damaged goods, returns and rebates, (B) administrative and other fees and reimbursements and similar payments to purchasers allowed wholesalers and taken; (iii) other distributors, buying groups, pharmacy benefit management organizations, health care insurance carriers and other institutions, (C) allowances, rebates and fees paid to distributors and (D) chargebacks for unsold PRODUCT, where in each case such amounts are agreed to in the reasonable judgment of SELLERS taking into consideration, among other things, the usual and customary practices of the pharmaceutical distribution market, the stage of the life cycle of the PRODUCT and the market share objectives for the PRODUCT; (ii) amounts for transportation, insurance, handling or shipping charges to purchasers; (iv) (iii) taxes, duties and other governmental charges levied on or measured by the sale of PRODUCTS, whether absorbed by CEREBROTEC COMPANY or paid by the purchaser so long as CEREBROTEC's COMPANY's price is reduced thereby, but not franchise or income taxes of any kind whatsoever; (iv) rebates and similar payments made with respect to sales paid for by any governmental or regulatory authority such as, by way of illustration and not in limitation of the parties' rights hereunder, Federal or state Medicaid, Medicare or similar state program or equivalent foreign governmental program; (v) any other similar and customary deductions that are consistent with United States generally accepted accounting principles, or in the case of non-United States sales, other applicable accounting standards; and (vi) for any sale in which the United States government on the basis of its royalty-free license pursuant to 35 USC U.S.C. Sec. 202(c) to any PATENT RIGHT requires that the GROSS SALES PRICE of any PRODUCT subject to such PATENT RIGHT RIGHT, be reduced by the amount of such royalty owed GENERAL pursuant to paragraph 3.1, 5.1, the amount of such royalty. royalty, which amount COMPANY shall not be required to pay to GENERAL under paragraph 5.1. (b) For any bona fide sale to a bona fide CUSTOMER by CEREBROTEC COMPANY or any of its AFFILIATES or SUBLICENSEES, the GROSS SALES PRICE shall be the gross billing invoice price of the PRODUCT. (c) For purposes of determining NET SALES PRICE, a "sale" shall not include transfers or dispositions for charitable, promotional purposes, or for pre-clinical, clinical, regulatory or governmental testing purposes for which COMPANY receives no payment. (d) If CEREBROTEC COMPANY or any of its AFFILIATES or SUBLICENSEES sell any PRODUCT in a bona fide sale as a component of a combination of active functional elements, the GROSS SALES PRICE of the PRODUCT shall be determined by multiplying the * Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a "[*]" in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission. GROSS SALES PRICE of the combination by the fraction A over A+B, A + B, in which "A" is the GROSS SALES PRICE of the PRODUCT portion of the combination when sold separately during the ACCOUNTING PERIOD in the country in which the sale of such combination product was made, and "B" is the GROSS SALES PRICE of the other active elements of the combination sold separately during said ACCOUNTING PERIOD in said country. In the event that no separate sale of either such PRODUCT or active elements of the combination is made during said ACCOUNTING PERIOD in said country, the GROSS SALES PRICE of the PRODUCT shall be determined by multiplying the GROSS SALES PRICE of such combination by the fraction C over C+D, C + D, in which "C" is the standard fully-absorbed cost of the PRODUCT portion of such combination, and "D" is the sum of the standard fully-absorbed costs of the other active elements component(s), such costs being arrived at using the standard accounting procedures of CEREBROTEC COMPANY which will be in accord with generally accepted accounting practices. (d) (e) If a SELLER commercially uses or disposes of any PRODUCT by itself (as opposed to a use or disposition of the PRODUCT as a component of a combination of active functional elements) other than in a bona fide sale to a bona fide CUSTOMER, the GROSS SALES PRICE hereunder shall be the price which would be than then payable in an arm's length transaction with such a CUSTOMER. If a SELLER commercially uses or disposes of any PRODUCT as a component of a combination of active functional elements other than in a bona fide sale to a bona fide customer, the GROSS SALES PRICE of the PRODUCT shall be determined in accordance with paragraph (c) (d) above, using as the GROSS SALES PRICE of the combination that price which would be then payable in an arm's length transaction. (e) (f) Transfer of a PRODUCT within CEREBROTEC COMPANY or between CEREBROTEC or among COMPANY and an its AFFILIATE and SUBLICENSEES for sale by the transferee shall not be considered a sale, commercial use or disposition for the purpose of the foregoing paragraphs; in the case of such transfer the GROSS SALES PRICE shall be based on sale the GROSS SALES PRICE of the PRODUCT when sold to a third party by the transferee. 1.6.
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Net Sales Price. The Licensee's invoiced net, direct, or retail billing price to its customers or distributors for the Licensed Products, less returns for damaged goods, which shall not exceed 5% of the Licensee's total gross sales of the Licensed Products in any quarterly accounting period.
Net Sales Price. The Licensee's invoiced
net, direct, or retail billing price to its
Approved Retail Outlet and other customers
or distributors for the Licensed Products, less
only documented returns for damaged goods, which shall not exceed 5% of the Licensee's total gross sales of the Licensed Products in any quarterly accounting period.
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Net Sales Price. Actual revenues recognized under generally accepted accounting principles actually received from the sale, use or other disposition of the Licensed Products under license less (i) sales discounts, use, excise, added value and withholding taxes, and (ii) shipping charges.
Net Sales Price. Shall **
Net Sales Price. The amount of SLS's gross sales of Licensed Products which are manufactured by or for SLS and sold, for the first time only, to distributors or end users within the Territory, after deducting any returns, cash discounts actually made or granted by SLS, or bad debt, and excluding freight. No deduction from the amount of gross sales shall be made for any cost of manufacture, sale or
... advertisement of Licensed Products within the Territory borne by SLS. This shall include, but not be limited to engineering designs, white papers, CAD Drawings, and all related spec sheets, artwork, copyrighted materials, registered marks (if any), marketing brochures, sales catalogues, and all other related properties that are currently in the possession of STC. Any of the above referenced manufacturing components or aforementioned items relative to the Cone Dispenser invention that may materialize, are produced in the future, shall be subject to the terms and conditions set forth in this Agreement, commencing on the date of execution of this Agreement by both partied, and ending in accordance to the termination date set forth herein.
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Net Sales Price. Means the actual gross amount invoiced for the sale of a Licensed Product by IDDS or any Sublicensee, less: (i) trade, cash, promotional and quantity discounts; (ii) recalls, credits and allowances on account of returned or rejected Licensed Products including, but not limited to, allowance for breakage and spoilage; (iii) rebates, chargebacks and amounts paid on sale or dispensing of
... Licensed Product; (iv) retroactive price reductions; and (v) sales, excise, VAT or other taxes, transportation and insurance charges and additional special transportation, customs duties and other governmental charges actually paid by IDDS or any Sublicensee.
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Net Sales Price. Shall mean [*]: (i) [*] (ii) [*] (iii) [*] (iv) [*] (v) [*] [*]
Net Sales Price. Means, with respect to any Product, the actual net selling price determined from gross invoiced sales of the Products to customers, less (a) all discounts, credits, allowances, returns and rebates to and chargebacks from the account of such customers, (b) transportation charges, freight, packaging costs and insurance costs incurred with respect to such Product, (c) cash, quantity and trade discounts and other price reductions, (d) sales, use, value-added and other taxes directly based on sale
... and/or time of payment, (e) customs duties, surcharges and other governmental charges incurred in connection with exportation or importation of such Product, (f) the cost to Licensee of the *** which accompany such Product as it is sold, (g) the *** with respect to such Product, and (h) the *** costs with respect to such Product.
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Net Sales Price. Shall mean the [*****] received on sales by Sankyo, its Affiliates and Sublicensees of Royalty-Bearing Products, less the following: [*****]. In any - ------------------------ Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. 3 transfers of Royalty-Bearing Products between Sankyo and an Affiliate, the Net Sales Price shall be calculated based on the [*****] of the Royalty-Bearing Product to an independent
... third party. In the event that Sankyo receives non-monetary consideration for any Royalty-Bearing Products, the Net Sales Price shall be calculated based on the [*****] by Sankyo for such Royalty-Bearing Products during the [*****] Royalty Period.
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Net Sales Price. Means the gross invoiced price for each sale of a Licensed Product by Licensee, less any costs of packing, insurance, transport, delivery, rebates (or pre- bates), returns, trade discounts, sales taxes, value added taxes, freight, and duty charges; provided, that where the Licensed Products are: (a) sold by Licensee other than in an arm's length transaction, or (b) sold by Licensee to any Affiliate of Licensee, the Net Sales Price of each such Licensed Product will be deemed to be the Net Sales
... Price which would have been obtained for such Licensed Product in an arm's length transaction with a customer not an Affiliate of Licensee.
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All Definitions
