Net Sales

Net Sales. The gross amount billed by COMPANY and its AFFILIATES for sales and SUBLICENSEES and CORPORATE PARTNERS for leases of LICENSED PRODUCTS and LICENSED PROCESSES, and gross amount billed by COMPANY and its AFFILIATES for services based upon the application or the use of LICENSED PRODUCTS or LICENSED PROCESSES and IDENTIFIED PRODUCTS, less the following: (i) customary trade, quantity, or cash discounts and rebates to the extent actually allowed and taken; (ii) amounts repaid or credited by reason... of rejection, recall rejection or return; (iii) to the extent separately stated on purchase orders, invoices, or other documents of sale, any taxes or other governmental charges levied on the production, production. sale, transportation, delivery, or use of a LICENSED PRODUCT or LICENSED PROCESS or IDENTIFIED PRODUCT which is paid by or on behalf of COMPANY; and (iv) discounts or rebates or other payments required by law to be made under Medicaid, Medicare or other governmental special medical assistance programs, to the extent actually allowed and taken; and (v) outbound transportation costs prepaid or allowed and costs of insurance in transit. No deductions shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by COMPANY or its AFFILIATES or SUBLICENSEES or CORPORATE PARTNERS and on its payroll, or for cost of collections. NET SALES shall occur on the date of billing for a LICENSED PRODUCT or LICENSED PROCESS or IDENTIFIED PRODUCT. PROCESS. If a LICENSED PRODUCT or a LICENSED PROCESS or IDENTIFIED PRODUCT is distributed at a discounted price that is substantially lower than the customary price charged by COMPANY or its AFFILIATES or SUBLICENSEES or CORPORATE PARTNERS, COMPANY, or distributed for non-cash consideration (whether or not at a discount), NET SALES shall be calculated based on the non-discounted amount of the LICENSED PRODUCT or LICENSED PROCESS or IDENTIFIED PRODUCT charged to an independent third party during the same REPORTING PERIOD or, in the absence of such sales, on the fair market value of the LICENSED PRODUCT or LICENSED PROCESS or IDENTIFIED PRODUCT, except that NET SALES on such discounted consideration for LICENSED PRODUCT, LICENSED PROCESS or IDENTIFIED PRODUCT shall be calculated on the discounted value for a **** period from the date of first commercial sale. Notwithstanding the foregoing, and so long as no consideration is received for such transfers or dispositions, NET SALES for transfers or dispositions of LICENSED PRODUCT or LICENSED PROCESS or IDENTIFIED PRODUCT: (i) in connection with patient assistance programs; (ii) for charitable or promotional purposes; (iii) for preclinical, clinical regulatory or governmental purposes or under so-called named patient or other limited access programs; or (iv) for use in any tests or studies reasonably necessary to comply with any law, regulation or request by a regulatory authority, shall not, in each case of (i) through (iv), be deemed included in the calculation of NET SALES. PROCESS. Non-monetary consideration shall not be accepted by COMPANY, any AFFILIATE, any SUBLICENSEE, or any CORPORATE PARTNER SUBLICENSEE for any LICENSED PRODUCTS or LICENSED PROCESSES or IDENTIFIED PRODUCTS without the prior written consent of THE PARTIES. In the event that non-monetary consideration is received for LICENSED PRODUCTS or LICENSED PROCESSES or IDENTIFIED PRODUCT, NET SALES shall be calculated based on the fair market value of such non-monetary consideration (including all elements of such consideration), as determined by the parties in good faith. M.I.T. View More

Net Sales. The gross amount billed by COMPANY and its AFFILIATES and SUBLICENSEES and CORPORATE PARTNERS for LICENSED PRODUCTS and PRODUCTS, LICENSED PROCESSES and IDENTIFIED PRODUCTS, PROCESSES, DISCOVERY PRODUCT or THERAPEUTIC PRODUCT, less the following: (i) customary trade, quantity, cash discounts and rebates to the extent actually allowed and taken; (ii) amounts repaid or credited by reason of rejection, recall or return; (iii) to the extent separately stated on purchase orders, invoices, or other... documents of sale, any taxes or other governmental charges levied on the production, sale, transportation, delivery, or use of a LICENSED PRODUCT , LICENSED PROCESS, DISCOVERY PRODUCT or LICENSED PROCESS or IDENTIFIED THERAPEUTIC PRODUCT which is paid by or on behalf of COMPANY; (iv) discounts or rebates or other payments required by law to be made under Medicaid, Medicare or other governmental special medical assistance programs, to the extent actually allowed and taken; and (v) outbound transportation costs prepaid or allowed and costs of insurance in transit. No deductions shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by COMPANY or and its AFFILIATES or and SUBLICENSEES or and CORPORATE PARTNERS and on its payroll, or for cost of collections. NET SALES shall occur on the date of billing for a LICENSED PRODUCT, LICENSED PROCESS, DISCOVERY PRODUCT or LICENSED PROCESS or IDENTIFIED THERAPEUTIC PRODUCT. If a LICENSED PRODUCT, LICENSED PROCESS, DISCOVERY PRODUCT or a LICENSED PROCESS or IDENTIFIED THERAPEUTIC PRODUCT is distributed at a discounted price that is substantially lower than the customary price charged by COMPANY or and its AFFILIATES or and SUBLICENSEES or and CORPORATE PARTNERS, or distributed for non-cash consideration (whether or not at a discount), NET SALES shall be calculated based on the non-discounted amount of the LICENSED PRODUCT, LICENSED PROCESS, DISCOVERY PRODUCT or LICENSED PROCESS or IDENTIFIED THERAPEUTIC PRODUCT charged to an independent third party during the same REPORTING PERIOD or, in the absence of such sales, on the fair market value of the LICENSED PRODUCT, LICENSED PROCESS, DISCOVERY PRODUCT or LICENSED PROCESS or IDENTIFIED PRODUCT, except that NET SALES on such discounted consideration for LICENSED PRODUCT, LICENSED PROCESS or IDENTIFIED PRODUCT shall be calculated on the discounted value for a **** period from the date of first commercial sale. THERAPEUTIC PRODUCT. Notwithstanding the foregoing, and so long as no consideration is received for such transfers or dispositions, NET SALES for transfers or dispositions of LICENSED PRODUCT or LICENSED PROCESS or IDENTIFIED PRODUCT: (i) in connection with patient assistance programs; (ii) for charitable or promotional purposes; (iii) for preclinical, clinical regulatory or governmental purposes or under so-called named patient or other limited access programs; or (iv) for use in any tests or studies reasonably necessary to comply with any law, regulation or request by a regulatory authority, shall not, in each case of (i) through (iv), be deemed included in the calculation of NET SALES. Non-monetary consideration shall not be accepted by COMPANY, any AFFILIATE, any SUBLICENSEE, or any CORPORATE PARTNER for any LICENSED PRODUCTS PRODUCTS, LICENSED PROCESSES, DISCOVERY PRODUCT or LICENSED PROCESSES or IDENTIFIED PRODUCTS THERAPEUTIC PRODUCT without the prior written consent of THE PARTIES. In the event that non-monetary consideration is received for LICENSED PRODUCTS PRODUCTS, LICENSED PROCESSES, DISCOVERY PRODUCT or LICENSED PROCESSES or IDENTIFIED THERAPEUTIC PRODUCT, NET SALES shall be calculated based on the fair market value of such non-monetary consideration (including all elements of such consideration), as determined by the parties in good faith. View More

Net Sales. The term "Net Sales" shall mean the end user gross amount invoiced received by Licensee, Licensee upon payment of invoice, or Sublicensees, its Affiliates and sublicensees, or any of them, on all sales of Licensed Products, less (a) (i) discounts actually given; (b) allowed; (ii) credits for claims, allowances, retroactive price reductions or returned goods; (c) (iii) prepaid freight; and (d) (iv) sales taxes or other governmental charges actually paid in connection with sales of Licensed... Products (but excluding what are commonly known as income taxes and value-added taxes). Net Sales shall include all consideration charged by Licensee taxes); and (v) refunds or Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or any other property whatsoever. rebates actually paid. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefore shall be generated and payment received by Licensee, or the Licensed Product shipped for delivery. its Affiliates and sublicensees or any of them. Sales of Licensed Products by Licensee, or an Affiliate or sublicensee of Licensee to any Affiliate or Sublicensee or by any Sublicensee to an Affiliate or other Sublicensee sublicensee which is a reseller thereof shall be excluded from calculating Net Sales, excluded, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees sublicensees of Licensee to unrelated parties shall be deemed Net Sales hereunder. View More

Net Sales. The term "Net Sales" shall mean the gross amount invoiced by Licensee, or Sorrento, all Sublicensees, or any of them, on all sales of Licensed Products, less (a) customary discounts actually given; allowed; (b) credits for claims, allowances, retroactive price reductions or returned goods; (c) prepaid freight; and (d) sales taxes or other governmental charges actually paid in connection with sales of Licensed Products (but [but excluding what are commonly known as income taxes (whether paid by... Sorrento/ Sublicensee or withheld by the third party at source) and value-added taxes). taxes]. Net Sales shall include all consideration charged by Licensee or Sorrento and Sublicensees in exchange for any Licensed Products, including without limitation any monetary payments or any other property consideration whatsoever. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefore shall be generated or the Licensed Product shipped for delivery. Sales of Licensed Products by Licensee Sorrento to any Affiliate or Sublicensee or by any Sublicensee to an Affiliate or other Sublicensee which is a reseller thereof shall be excluded from calculating Net Sales, and only the subsequent sale of such Licensed Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. View More

Net Sales. Means, with respect to the Product, the gross invoiced sales amount of the Products Product sold by MEDA ORADISC or its Affiliates to non-affiliate Third Parties, after deduction of the following items, to the extent that such deductions are reasonable and actually allowed, taken or incurred, and (provided that such items do not exceed reasonable and customary amounts in the country in which the sale occurred): (a) trade and quantity discounts, net of any give-backs received by MEDA ORADISC in... return; (b) refunds, rebates, governmental rebates, retroactive price adjustments, service allowances and broker's or agent's commissions; (c) credits or allowances given for rejection or return of previously sold Products Product or for wastage replacement actually taken or allowed; and (d) any tax, duties or government charge levied on the sale of Product and borne by MEDA ORADISC and/or its Affiliates (excluding national, state or local taxes based on income). Such amounts shall be determined from the books and records of MEDA ORADISC and its Affiliates maintained in accordance with generally accepted accounting principles, consistently applied. Sales of the Products Product by and between a Party and its Affiliates for further distribution to a Third Party are not sales to Third Parties and shall be excluded from Net Sales calculations for all purposes. View More

Net Sales. Means, with respect to the Product, the gross invoiced sales amount of the Products Product sold by MEDA MELMED HOLDING or its Affiliates to non-affiliate Third Parties, after deduction of the following items, to the extent that such deductions are reasonable and actually allowed, taken or incurred, and (provided that such items do not exceed reasonable and customary amounts in the country in which the sale occurred): (a) trade and quantity discounts, net of any give-backs received by MEDA MELMED HOLDING in return; (b) refunds, rebates, governmental rebates, retroactive price adjustments, service allowances and broker's or agent's commissions; (c) credits or allowances given for rejection or return of previously sold Products Product or for wastage replacement actually taken or allowed; and (d) any tax, duties or government charge levied on the sale of Product and borne by MEDA MELMED HOLDING and/or its Affiliates (excluding national, state or local taxes based on income). Such amounts shall be determined from the books and records of MEDA MELMED HOLDING and its Affiliates maintained in accordance with generally accepted accounting principles, consistently applied. Sales of the Products Product by and between a Party and its Affiliates for further distribution to a Third Party are not sales to Third Parties and shall be excluded from Net Sales calculations for all purposes. View More

Net Sales. The gross amount billed or invoiced on sales of Licensed Products by Company, Company and its Affiliates and Sublicensees, Sublicensees of Licensed Products, less the following: (a) customary trade, quantity, or cash discounts and commissions to non-affiliated brokers or agents to the extent actually allowed and taken; (b) amounts repaid or credited by reason of rejection or return; (c) to the extent separately stated on purchase orders, invoices, outbound transportation costs prepaid or other... documents allowed and costs of sale, insurance in transit; (d) any taxes or other governmental charges levied on the production, sale, transportation, delivery, or use of a Licensed Product which is paid by or on behalf of Company; and (d) outbound transportation costs prepaid Company, all to the extent separately stated on purchase orders, invoices, or allowed and costs other documents of insurance in transit. sale. In any transfers of Licensed Products between any of Company and Affiliates and Sublicensees, an Affiliate or Sublicensee, Net Sales are shall be calculated based on the final sale of the Licensed Product to an independent third party. If In the event that Company or an Affiliate or Sublicensee receives non-monetary consideration for any Licensed Products, Net Sales are shall be calculated based on the fair market value of that such consideration. If Company or its Affiliates or Sublicensees use or dispose of a Licensed Product in the provision of a commercial service, the Licensed Product is sold and the Net Sales are calculated based on the sales price of the Licensed Product to an independent third party during the same Royalty Period or, in the absence of sales, on the fair market value of the Licensed Product as determined by the parties in good faith. View More

Net Sales. The gross amount billed or invoiced on sales of Licensed Products by Company, Company and its Affiliates and Sublicensees, Sublicensees of Licensed Products, less the following: (a) customary trade, quantity, or cash discounts and commissions to non-affiliated brokers or agents to the extent actually allowed and taken; (b) amounts repaid or credited by reason of rejection or return; (c) to the extent separately stated on purchase orders, invoices, outbound transportation costs prepaid or other... documents allowed and costs of sale, insurance in transit; (d) any taxes or other governmental charges levied on the production, sale, transportation, delivery, or use of a Licensed Product which is paid by or on behalf of Company; and (d) outbound transportation costs prepaid Company, all to the extent separately stated on purchase orders, invoices, or allowed and costs other documents of insurance in transit. sale. In any transfers of Licensed Products between any of Company and Affiliates and Sublicensees, an Affiliate or Sublicensee, Net Sales are shall be calculated based on the final sale of the Licensed Product to an independent third party. If In the event that Company or an Affiliate or Sublicensee receives non-monetary consideration for any Licensed Products, Net Sales are shall be calculated based on the fair market value of that such consideration. If Company or its Affiliates or Sublicensees use or dispose of a Licensed Product in the provision of a commercial service, the Licensed Product is sold and the Net Sales are calculated based on the sales price of the Licensed Product to an independent third party during the same Royalty Period or, in the absence of sales, on the fair market value of the Licensed Product as determined by the parties in good faith. View More

Net Sales. With respect to any Product, the gross sales price for such Product invoiced by Eton, Surface, or its Licensees Affiliates or its or their respective Affiliates Licensees to customers who are not Affiliates (or are Affiliates but are the end users of such Product), Third Parties, less (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers; (b) freight and insurance costs in transporting such Product to the extent separately invoiced and included... in the gross sales price; (c) cash, quantity and trade discounts, rebates and other price reductions for such Product; (d) sales, use, value-added and other direct taxes for such Product to the extent separately invoiced and included in the gross sales price; (e) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Product to the extent separately invoiced and included in the gross sales price; and (f) an allowance for uncollectible or bad debts for such Product determined in accordance with generally accepted accounting principles not to exceed 3% three percent (3%) of Net Sales of such Product for the applicable quarterly reporting period before giving effect to this subsection (f). For clarity, the amounts received for the transfer of Product by Surface to and among its Affiliates and Licensees for resale shall be excluded from the computation of Net Sales, but the subsequent resale of such Product to a Third Party (that is not a Licensee) shall be included within the computation of Net Sales. View More

Net Sales. For any period means gross sales of the Products billed and shipped by K2M or its Affiliates, Licensees, or K2M's permitted licensees or assignees, less allowances and discounts actually given, fees or commissions to independent salesmen or independent sales representatives (regardless whether such salesman or sales representative is an independent agent or employee of K2M, provided, however, that such deduction of fees or commissions to sales representatives shall not exceed 25% of gross sales... of Products, in the aggregate), representatives, returns, invoices written off as uncollectible (except if and insofar as such invoices are subsequently collected), billed taxes (other than income taxes) and customs duties paid by K2M or its Affiliates, Licensees, or K2M's permitted licensees or assignees, costs of insurance and transportation, freight and transit insurance and tax, rebates and administrative fees or the like associated with group purchasing organization contracts or independent dealer network contracts or the like, and shall not include samples or demonstration materials or any sale to K2M employees or employees of K2M's its Affiliates, permitted licensees or assignees, or Licensees, independent sales representatives or permitted assignees for any reason other than resale. The term "Net Sales" shall not include (i) sales directly or indirectly between the Parties, (ii) sales by independent distributors (but shall include sales to such independent distributors), (iii) sales between K2M and its Affiliates, permitted licensees Licensees or permitted assignees assignees. View More

Net Sales. With Means, with respect to any Product, the gross sales price of such Product invoiced by Imprimis Harrow, its Licensees, and its and their respective Affiliates to customers who are not Affiliates (or are Affiliates but are the end users of such Product), less less: (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers; (b) freight and insurance costs in transporting such Product; (c) cash, quantity and trade discounts, rebates and other price... reductions for such Product; (d) sales, use, value-added and other direct taxes; (e) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Product; (f) an allowance for uncollectible or bad debts determined in accordance with generally accepted accounting principles; GAAP not to exceed three percent (3%) of Net Sales of such Product for the applicable quarterly reporting period before giving effect to this subsection (f); and (g) the fully-burdened cost of goods sold determined in accordance with generally accepted accounting principles. GAAP. View More

Net Sales. The term "Net Sales" shall mean shall mean for a Product in a particular period, the sum of (1) and (2): (1) the gross amount invoiced by Pieris for sale of Products to Third Parties in the Field and Territory, excluding transactions transferring a Product to a Pieris Affiliate, Sublicensee, distributor and/or agent for resale, less the sum of the following items: (a) customary trade, prompt payment, quantity or cash discounts to the extent actually allowed and taken; (b) amounts repaid or... credited by reason of rejection, recalls or returns; (c) to the extent separately stated on purchase orders, invoices or other documents of sale, any taxes, duties, tariffs or other governmental charges levied on the production, sale, transportation, delivery or use of a Product; (d) outbound transportation costs prepaid or allowed and costs of insurance of transit; (e) discounts or rebates or other payments required by law to be made under Medicaid, Medicare or other governmental special medical assistance programs to the extent actually allowed and taken; and (f) amounts written off by reason of uncollectible bad debt, but not to exceed [***] ([***]) of the Net Sales per calendar year. No other deductions shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by Pieris and on its payroll, or for the cost of collections. Products shall be considered "sold" ninety (90) days after billing or invoicing, or upon receipt of payment, whichever comes first, provided, however, that Products are actually shipped to customers. (2) for Sublicensees, the net sales amounts reported on a calendar quarterly basis to Pieris in accordance with the Sublicensee contractual terms and their then-currently used accounting standards (provided, however, that such accounting standards are consistent with the US GAAP and/or IFRS or such other internationally recognized accounting standards as may be agreed by the Parties). Portions of the exhibit, indicated by the mark "[***]," were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant's application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 5 CONFIDENTIAL TREATMENT REQUESTED View More

Net Sales. Means Shall mean the gross amount actually billed or invoiced by or on behalf of the Company Licensee and its Affiliates and Sublicensees (in each case, the 'Invoicing Entity') "Invoicing Entity") on sales, leases or other transfers of, or other methods of commercializing, Licensed Products, less the following to the extent applicable with respect to on such sales, leases or other transfers of Licensed Products and not previously deducted from the gross invoice price: (i) (a) customary trade, ... class="diff-color-red">quantity quantity, cash or cash other actual discounts or rebates to the extent actually allowed and taken; (ii) (b) amounts actually repaid or credited by reason of rejection or return of any previously sold, leased or otherwise transferred Licensed Products; (iii) amounts (c) customer freight, insurance and handling charges that are paid by customers or on behalf of the Invoicing Entity; and (d) to the Invoicing Entity in respect of shipping and insurance (where extent separately stated on purchase orders and where such amounts are transferred in their entirety by the Invoicing Entity to third party carriers); (iv) bad debts (as determined in accordance with relevant GAAP rules) deriving from Net Sales in respect orders, invoices or other documents of which royalties were paid by the Company hereunder; and (v) amounts paid by customers to the Invoicing Entity in respect of sale, any sales, value added or similar taxes, custom duties or other similar governmental charges levied directly on the production, sale, transportation, delivery or use of a Licensed Product to that are paid by or on behalf of the extent separately stated on purchase orders, invoices or other documents of sale and where such amounts are transferred in their entirety to the relevant tax authorities, Invoicing Entity, but not including any tax levied with respect to income; provided provided, that: (a) 1.13.1. in any transfers of Licensed Products between an Invoicing Entity and an Affiliate affiliate of such Invoicing Entity not for the purpose of resale by such Affiliate, affiliate, Net Sales will shall be equal to the fair market value of the Licensed Products so transferred, assuming an arm's length transaction made in the ordinary course of business; business, and (b) 1.13.2. in the event that an Invoicing Entity receives non-cash consideration for any Licensed Products or in the case of transactions not at arm's length with a non-Affiliate non-affiliate of an Invoicing Entity, Net Sales will shall be calculated based on the fair market value of such consideration or transaction, assuming an arm's length transaction made in the ordinary course of business. Sales of Licensed Products by an Invoicing Entity to its Affiliate or Sublicensee for resale by such Affiliate will or Sublicensee shall not be deemed Net Sales. Instead, Net Sales will shall be determined based on the gross amount billed or invoiced by such Affiliate upon or Sublicensee on resale of such Licensed Products to a third party purchaser. With respect to Net Sales of Licensed Products by Sublicensees (applicable for computing the Sublicense Receipts pursuant to Section 6.2 below and for computing the Exhibit G Milestone Payments), such Net Sales shall be computed on the basis of deductions taken from the gross amounts actually received by the Sublicensee (and not on the basis of amounts billed or invoiced by the Sublicensee). View More

Found in TETRALOGIC PHARMACEUTICALS CORP contract

Net Sales. The gross amount invoiced by Werewolf and its Affiliates and licensees Licensees (each, a "Selling Party") Selling Party) for the sale, transfer or other disposition of applicable Covered Products less the following deductions (in each case, to the extent actually incurred, allowed, paid, accrued or allocated with respect to such sale, transfer or disposition): (a) normal and customary trade, quantity and cash discounts; discount; (b) rebates and chargebacks; (c) credits or allowances for... returns, rejections and billing errors; (d) sales taxes, value added taxes truces or similar taxes, including duties or other governmental charges, imposed on the sale of applicable Covered Products to third parties, to the extent included in the invoice price and not reimbursable, refundable or creditable to the Selling Party; and (e) prepaid freight, insurance and handling fees to the extent included in the invoice price, in each case (clauses (a) through (e)) as determined from books and records of the Selling Party maintained in accordance with GAAP. Sales of applicable Covered Products between or among Werewolf and its Affiliates and licensees shall be excluded from the computation of Net Sales if such sales are not intended for end use, but Net Sales shall include the subsequent final sales to third parties by such Affiliates and licensees. If a sale, transfer or other disposition with respect to applicable Covered Products involves consideration other than cash or is not at arm's length, then the Net Sales from such sale, transfer or other disposition shall be calculated based upon the arm's length fair market value of the applicable Covered Product, which generally shall mean the Selling Party's average sales price for the quarter in the country where such sale took place. View More