Net Sales

Net Sales. Shall mean all amounts billed, invoiced, or received (whichever first occurs) by Licensee, its Affiliates and/or any Sublicensee(s) for sales, leases, or other transfers of Licensed Product(s) (including, without limitation, all amounts billed, invoiced, or received (whichever first occurs) by Licensee, its affiliates and any Sublicensee(s) for performance or other provision of, or agreement to perform or otherwise provide, any Service), less: (a) customary trade, quantity or cash discounts and... non-affiliated brokers' or agents' commissions actually allowed and taken; (b) refunds for goods rejected or returned and charge backs and rebates actually taken by customers that effectively reduce net revenue; (c) to the extent separately stated on purchase orders, invoices or other documents of sale, taxes levied on- and/or other governmental charges made as to production, sale, transportation, delivery or use of such Licensed Products and paid by or on behalf of Licensee or any Sublicensee(s); and (d) reasonable charges for delivery or transportation provided by third parties, if separately stated and actually paid by Licensee or any Sublicensee(s). Net Sales also includes the fair market value of any non-cash consideration received by Licensee, any of its Affiliates and any Sublicensee(s) for the sale, lease or transfer of Licensed Product(s). Fair market value will be calculated as of the time of transfer of such non-cash consideration to Licensee, such Affiliate(s) or such Sublicensee(s). Transfer of a Licensed Product between Licensee and an Affiliate of Licensee or between Licensee and a Sublicensee for sale by the transferee shall not be considered Net Sales for purposes of ascertaining royalty charges, and Net Sales shall be determined based on the sales by the transferee. View More

Net Sales. The amount billed, invoiced, or received (whichever first occurs) by RainDance and any Sublicensee(s) for sales, leases, or other transfers of Licensed Product(s) (including, without limitation, all amounts billed, invoiced, or received (whichever first occurs) by RainDance and any Sublicensee(s) for performance or other provision of, or agreement to perform or otherwise provide, any Service), less: (a) customary trade, quantity or cash discounts and nonaffiliated brokers' or agents'... commissions actually allowed and taken; (b) refunds for goods rejected or returned and charge backs and rebates actually taken by customers that effectively reduce net revenue; (c) to the extent separately stated on purchase orders, invoices or other documents of sale, taxes levied on- and/or other governmental charges made as to production, sale, transportation, delivery or use of such Licensed Products and paid by or on behalf of RainDance or any Sublicensee(s); and (d) reasonable charges for delivery or transportation provided by third parties, if separately stated and actually paid by RainDance or any Sublicensee(s). CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. Net Sales also includes the fair market value of any non-cash consideration received by RainDance and any Sublicensee(s) for the sale, lease or transfer of Licensed Product(s). Fair market value will be calculated as of the time of transfer of such non-cash consideration to RainDance or such Sublicensee(s). Transfer of a Licensed Product within RainDance or between RainDance and a Sublicensee for sale by the transferee shall not be considered Net Sales for purposes of ascertaining royalty charges. View More

Net Sales. With respect to any Eligible Product, gross sales from the sale, rent, lease or otherwise making available of **** that contains an Eligible Product to end-user third parties by or on behalf of Histogenics and its Affiliates and their permitted sublicensees, less the following, to the extent they are separately invoiced and credited against, or deducted from, the invoiced amount: (a) discounts, credits, rebates, allowances, adjustments, rejections, recalls and returns (in the amount of the... credit provided to the customer), all as usual and customary in the business; (b) freight, postage, transit insurance, and other transportation charges; and (c) sales and use taxes, customs duties, and any other governmental tax or charge (except income taxes or taxes imposed on the right to do business) imposed on or at the time of the production, importation, use, or sale of such Eligible Products (if separately invoiced), including any value added taxes (VAT), as adjusted for reasonable and customary rebates and refunds View More

Net Sales. The gross amount received for sales, leases, and other dispositions of Licensed Products by Company or Sublicensees less (i) all trade, quantity, and cash discounts, including credits provided based on sales of Licensed Products, as well as all refunds and government rebates, in each case to the extent actually granted, (ii) all credits and allowances actually granted due to rejections, returns, billing errors, chargebacks and retroactive price reductions, (iii) packaging, handling fees and... prepaid freight, in each case to the extent separately invoiced, and (iv) duties, excise, sale and use taxes, and other governmental charges (including value added taxes) in each case to the extent actually incurred and not reimbursed. View More

Net Sales. Means the net sales on behalf of Vanda and any of its Affiliates ****

Net Sales. With respect to sales made by Ranbaxy or its Affiliates or Sublicensees, the aggregate gross amount invoiced by Ranbaxy or its Affiliates or Sublicensees on all sales or transfer for consideration of any Product in the Territory to a Third Party ("Gross Sales"), less the following deductions, as determined in accordance with GAAP: (a) [***] and [***] discounts and [***] for [***] under [***], including those granted on account of [***] or similar payments actually granted or given to [***] or... other [***] or other [***], including any [***]; (b) reasonable freight, packing, shipping, postage and insurance charges; and (c) customs or excise taxes required by Applicable Laws, including import duties, sales tax and other taxes (except income taxes) or duties relating to importation, use or sales of Product View More

Net Sales. Means with respect to Royalty Bearing Product the gross amount invoiced to a Third Party for Royalty Bearing Product by ADVAXIS or its Affiliates or any of their respective licensees or sub-licensees, and in each case to extent included in the gross amount invoiced after deducting the following related to the applicable Royalty Bearing Product: (a) trade, quantity and/or cash discounts, allowances or rebates, including promotional, service or similar discounts or rebates and discounts or... rebates to governmental or managed care organizations, to the extent actually given or allowed in connection with Royalty Bearing Product; (b) credits or allowances actually granted with respect to Royalty Bearing Products by reason of rejection, defects, recalls or returns, or chargebacks; (c) any tax, tariff, duty or government charge (including any Indirect Taxes, import or customs duty or similar tax or government charge, but excluding any income tax) levied on the sale, transfer, delivery and/or transportation of the Royalty Bearing Product; and (d) a reasonable allowance for bad debt, which allowance for bad debt for a calendar year shall be adjusted in the last Quarter of a calendar year to reflect the amount of bad debt actually written off for sale of Royalty Bearing Product for that calendar year. ADVAXIS shall make periodic adjustments of the amounts described in (a) through (d) to its initial accruals of such amounts applied in a prior calendar Quarter to reflect amounts actually incurred or taken. Net Sales shall be determined in accordance with the accounting convention used by ADVAXIS consistently applied View More

Net Sales. The net sales recorded by Novartis or any of its Affiliates or sublicensee for Finished Product sold to Third Parties other than sublicensees, as determined in accordance with Novartis' Accounting Standards as consistently applied

Net Sales. The gross invoice sales price or other gross consideration received from the Sale of Licensed Products based on the Other ODURF Patents by Licensee or its sub-licensees to unaffiliated third parties, less [*** Confidential]. For clarity, Net Sales does not include Licensed Products that are Otherwise Disposed Of.

Net Sales. Shall mean the gross amounts invoiced for sales of the Product in the Territory by PMI, its Affiliates and/or its sublicensees to Third Parties, less deductions for the following costs actually allowed or incurred: (i) freight, postage and transportation charges on shipment of such Product to the customer, including handling and insurance on such shipment; (ii) sales (such as VAT or its equivalent) and excise taxes, other consumption taxes, customs duties and other... governmental charges imposed upon the sale of the Product to the customer; (iii) charge-back payments, rebates, and similar product- specific payments paid to a governmental entity specifically with respect to sales of the Product under a governmental rebate program; 4 (iv) trade, quantity and cash discounts actually granted to the customer with respect to the Product; (v) credits, rebates and charge-backs, and allowances or credits to the customer on account of damaged products, rejection or returns of the Product or on account of retroactive price reductions affecting the Product; (vi) actual bad debt expense not to exceed 3% of gross amounts invoiced; and (vii) any item similar in character or substance to any of the foregoing prevailing at the time and customary in the medical device industry at the time as determined by PMI. View More