Net Sales. The gross amount of monies or cash equivalent of other consideration which is paid by unrelated third parties to Vaccinex for the Licensed Method or the Licensed Products, as the case may be, by sale or other mode of transfer, less all trade, quantity and cash discounts actually allowed, credits, and allowances actually granted on account of rejections, returns or billing errors, and all duties, transportation, handling, insurance, taxes and other governmental charges actually paid.
Net Sales. The gross amount received by or on behalf of Quanergy on account of sales (or leases or other commercial disposition) of Quanergy Licensed Product. Net Sales does not include (a) [***], (b) [***]; (c) [***]. For clarity, Net Sales shall not be reduced by (x) [***], (y) [***], or (z) [***].
Net Sales. The gross amount invoiced by Parent, any of its Affiliates (including the Company) or any of its or their Licensees (each, a "Selling Party") to a third party (that is not a Selling Party) for any sales of tazemetostat worldwide (except in, with respect to, or for sale in Japan, the People's Republic of China, Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region), less the following deductions as calculated in accordance with the Accounting Standards: ... (i) customary trade, cash and quantity discounts; (ii) customary wholesaler allowances and inventory management fees, which inventory management fees shall not exceed the percentages permitted under applicable Law in the United States (or if lower, in the country where such fees are being charged); (iii) rebates, credits, chargeback or allowances given by reason of rejections, returns, damaged or defective product or recalls or on account of retroactive price reductions; (iv) government-mandated rebates, credits and adjustments paid or deducted; (v) price adjustments, allowances, credits, chargeback payments, discounts, rebates, free of charge concessions, fees and reimbursements granted or made to managed care organizations, group purchasing organizations or other buying groups, pharmacy benefit management companies, health maintenance organizations and any other providers of health insurance coverage, health care organizations or other health care institutions (including hospitals), health care administrators, patient assistance or other similar programs, or to federal state/provincial, local and other governments, including their agencies; (vi) freight, shipping, insurance and other transportation expenses, including handling and insurance, to the extent borne by the applicable Selling Party without reimbursement from any third party; (vii) amounts written off as uncollectable debt; provided, that the amount of any uncollectable debt deducted pursuant to this exception and actually collected in a subsequent Calendar Quarter shall be included in Net Sales for such subsequent Calendar Quarter; and 3 (viii) sales, value-added and excise taxes, tariffs and duties, and other taxes and government charges to the extent related to the sale, delivery or use of tazemetostat (but not including taxes assessed against the net income derived from such sale). Furthermore, Net Sales shall not include use of, disposition of, or sale at or below the direct manufacturing cost of tazemetostat by Parent, its Affiliates (including the Company) and/or its or their Licensees for non-clinical or clinical studies, patient-assistance programs or charitable donations. Resales or sales of tazemetostat made in good faith between or among any Selling Party shall not be included in the calculation of Net Sales but the first, and only the first, subsequent arm's-length resale or sale by a Selling Party to a non-Affiliate third party (other than a Selling Party) shall be included in the computation of Net Sales. Any Net Sales that are calculated in a currency other than Dollars shall be translated into Dollars by taking the aggregate Net Sales in that currency for the applicable Calendar Quarter and converting at the average of the daily exchange rates for such currency into Dollars published in the Wall Street Journal for such Calendar Quarter. If tazemetostat is sold as part of a Combination Product (as defined below) in any country included in the Net Sales calculation, Net Sales for such country for any period will be the product of (i) Net Sales of the Combination Product calculated as above in such country for such period (i.e., calculated as for a non-Combination Product) and (ii) the fraction (A/(A+B)), where: "A" is the average wholesale acquisition cost in such country of the tazemetostat as the sole therapeutically active ingredient during such period; and "B" is the average wholesale acquisition cost in such country of the other therapeutically active ingredients contained in the Combination Product when sold separately during such period. If "A" or "B" cannot be determined by reference to non-Combination Product sales as described above, then Net Sales for purposes of determining Net Sales will be calculated as above, but the average wholesale acquisition cost in the above equation shall be determined based on the relative fair market value of each therapeutically active ingredient in the Combination Product.View More
Net Sales. Means, with respect to any Product, the amount billed in arm's-length transactions by Payor or an Affiliate or Licensee thereof (all of the foregoing persons and entities, for purposes of this definition, will be considered a "Related Party") for sales of such Product to a Third Party in the United States, less the sum of the following (to the extent not reimbursed by any Third Party): [***]
Net Sales. The gross sales price for Licensed Products invoiced by and paid to Licensee or its Sublicensee(s) from any third parties for sales or other transfers or dispositions for consideration of Licensed Products, less Licensee's or Sublicensee(s)': (i) documented discounts (including customary trade, quantity, or other promotional incentives), retroactive price reductions, charge-back payments and rebates granted; (ii) credits for returns, such as unrecoverable damaged goods or rejections and... including Licensed Products returned in connection with recalls or withdrawals; (iii) costs (inclusive of third parties professional service charges) to apply and register Licensed Products with government authorities as required by relevant laws and regulations; (iv) transportation charges including insurance; and (v) any value added taxes or governmental charges, including custom duties, levied on the sale of Licensed Products.View More
Net Sales. Notwithstanding the definition of "Net Sales" as appears in Section 1.2.28 of the Agreement, for purposes of calculating Royalties due to Hadasit on Sales of Licensed Products under the Roche Agreement, "Net Sales" shall have the meaning ascribed to such term in Section 1.95 of the Roche Agreement and "Sale" and "Sold" shall have the meaning ascribed to the term "Sales" under the Roche Agreement.
Net Sales. Means, with respect to any Product, the gross amounts invoiced by BioAtla, its Affiliates, Licensee Partners and assignees (each, a "Selling Party") to Third Parties (that are not Licensee Partners) for sales or other commercial dispositions of such Product, less the following deductions actually incurred, allowed, paid, accrued or specifically allocated in its financial statements and calculated in accordance with the Accounting Standards as consistently applied, for: (a) Discounts [***]... coupons, [***] price [***] granted [***], purchasers, [***] and group [***] or [***]; (b) [***], if any, [***] sold [***] in connection with [***] by reason of [***] is thereafter paid, [***]during which it is paid; (c) [***] similar allowances [***], purchasers, [***], and group[***] organizations [***] or gross sales [***] customary inventory [***] to [***] and [***]; (d) [***], freight, [***] incurred [***] in [***] to a [***]; and (e) [***] due [***]of the [***] sales [***] [***], absorbed [***] with respect to [***] of any kind). There should be no double counting in determining the foregoing deductions from gross amounts invoiced to calculate "Net Sales" hereunder. The calculations set forth in this definition shall be determined in accordance with Accounting Standards consistently applied. If non-monetary consideration is received by a Selling Party for any Product in the relevant country, Net Sales will be calculated based on the average price charged for such Product during the preceding royalty period, or in the absence of such sales, the fair market value of such Product as determined by the Parties in good faith. Notwithstanding the foregoing, Net Sales shall not be imputed to transfers of a Product for use in Clinical Trials, non-clinical development activities or other development activities with respect to a Product by or on behalf of the Parties, for bona fide charitable purposes or for compassionate use or for Product samples, if no monetary consideration is received for such transfers. Net Sales shall be determined on, and only on, the first sale by a Selling Party or any of its Affiliates or (sub)licensees to a non-(sub)licensee Third Party. If a Product is sold as part of a Combination Product (as defined below), Net Sales will be the product of [***] calculated [***] 1 [***] [***] price [***]in such [***] contained in the [***]. [***] cannot be determined [***] as described above[***], but the [***] above equation [***] reached[***] by the Parties [***] based on an [***] that takes into account, [***] and the [***] of each [***]. [***] means a [***]or more [***] that are [***] or other [***] shall be [***]. If a Product is sold by or on behalf of BioAtla, its Affiliates or Licensee Partners to any Third Party for use as a Combination Regimen where each of the Other Product(s) and such Product is sold or reimbursed at a single price ("Single Price Combination Regimen"), [***] where there is [***] above in this [***] there is not [***] and the [***] will be [***] reached [***] in question [***] into [***]and the [***] and such [***]. For purposes of this definition, "Combination Regimen" means, with respect to a Product for a given Indication, intended use of such Product for such Indication together with one or more other pharmaceutical products (the "Other Product") as two or more entities of active ingredients in a combination therapy, [***], either (a) in a Clinical Trial for such Product for such Indication as set forth in the protocol for such Clinical Trial or (b) for commercial sale for such Indication as set forth in the approved label for such Product.View More
Net Sales. Means the portion of revenues generated from product sales that remain after deducting the allowances for any missing or damaged products, product returns, and sales discounts
Net Sales. Means, with respect to a given period of time, gross sales of Licensed Product in such period in any good faith transaction on an at-arm's-length basis, less the following Deductions which are actually incurred, allowed or paid: a. credits or allowances actually granted for damaged Licensed Product, returns or rejections of Licensed Product, price adjustments and billing errors; b. governmental and other rebates (or equivalents thereof) granted to managed health care organizations; pharmacy... benefit managers (or equivalents thereof); federal, state/provincial, local and other governments, their agencies and purchasers and reimbursers; or to trade customers; c. normal and customary trade, cash and quantity discounts, allowances and credits; d. sales taxes, value added taxes and other taxes applied to the sale of Licensed Product to the extent included in the gross amount invoiced; and e. Sales of Licensed Product between or among INC and its Affiliates shall be excluded from the computation of Net Sales, but the subsequent final sales of Licensed Product to Third Parties by such Affiliates shall be included in the computation of Net Sales.View More
