Net Sales. The term "Net Sales" shall mean the gross amount invoiced by Licensee, its Affiliates or its Sublicensees, or any of them (in each case, a "Selling Party"), to Third Parties on all sales of Products, less (a) discounts actually granted or allowed; (b) credits or allowances for claims, allowances, retroactive price reductions, or rejected or returned goods; (c) rebates and chargebacks granted or allowed to managed health care organizations, [***], pharmacy benefit managers (or equivalents... thereof), national, state/provincial, local, and other governments and their agencies, and purchasers and reimbursers, or to trade customers; (d) transportation charges for the delivery of Products, including handling charges and insurance premiums relating thereto; (e) sales, use, excise or value added taxes (except for any value added taxes that are reimbursable or reimbursed to the Selling Party) actually paid in connection with sales of Products (but excluding what are commonly known as income taxes or gross receipt taxes); (f) duties imposed and paid on the import of Products for sale; and (g) a reasonable allowance for bad debts directly attributable to sales of Products, provided that such allowance shall not exceed [***] of Net Sales amounts for the applicable reporting period. Licensee agrees to use, and to cause its Affiliates to use, commercially reasonable efforts to collect and enforce such bad debts from the debtors. Net Sales shall include all consideration charged by Licensee, its Affiliates or Sublicensees in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor is generated or the Product shipped for delivery. Sales of Products by one Selling Party to another Selling Party for resale shall be excluded, and only the subsequent sale of such Products to unrelated parties shall be included in the calculation of Net Sales hereunder. Notwithstanding the foregoing, Products used in any clinical, pre-clinical or non-clinical research or development activities, donated to non-profit institutions or government agencies, or provided in a sampling program or compassionate use program, in each case in which no monetary or other consideration is paid to or received by Licensee, its Affiliates or any Sublicensee, shall be disregarded in determining Net Sales. The deductible items listed in sub-clauses (a)-(g) above shall be either (i) included as line items in the invoice, or (ii) reasonably supported by other appropriate 4 documentation as being specifically attributable to actual sales of Products in accordance with U.S. Generally Accepted Accounting Standards ("GAAP") or International Financing Reporting Standards ("IFRS"), as applicable, consistently applied throughout the organization of the Selling Party., and the deductible item listed in sub-clause (g) above shall be taken in accordance with GAAP or IFRS, as applicable, consistently applied throughout the organization of the Selling Party. If the Selling Party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received.View More
Net Sales. [***] to Company, Sublicensees, Designees, or any Affiliates of the foregoing for the sale, rental, lease or other transfer of the Product less the following deductions, in each case to the extent actually allowed and taken by such Third Party customer and not otherwise recovered by or reimbursed to Company, Sublicensees, Designees, or any Affiliates of the foregoing in connection with such Product ('Permitted Deductions'): [***]. For ease of administration, Net Sales by Sublicensees may be... calculated using the deductions set forth in the applicable sublicense agreement instead of the deductions set forth above, so long as such deductions are commercially reasonable and do not result in any deductions or decreases significantly greater than those permitted herein. In the case of transfers of Products between any of Company, Sublicensees, Designees, and Affiliates of any of the foregoing, for subsequent sale, rental, lease or other transfer of such Products to Third Parties, Net Sales shall be the greater of (i) [***] for the transfer of the Product between any of Company, Sublicensees, Designees, and Affiliates of any of the foregoing and (ii) [***] to the Third Party customer for that Product in an arms-length transaction. At Columbia's option, in the case of transfers of Products between any of Company, Sublicensees, Designees, and Affiliates of any of the foregoing, for use by Company, Sublicensees, Designees, and Affiliates of any of the foregoing such that the Product is consumed or used, and is not incorporated into a product or service subsequently sold to a Third Party customer, Net Sales shall mean the greater of: (1) [***] for the transfer of the Product between any of Company, Sublicensees, Designees, and Affiliates of any of the foregoing, and (2) [***]. In the event that a Product is sold in combination with one or more other products or components that are not Products (a 'Combination Product'), Net Sales, for the purposes of determining royalty payments on the Combination Product, shall mean the gross amount collected for the Combination Product less the deductions set forth in clauses (i) – (iv) above, multiplied by a proration factor that is determined as follows: (i) If all components of the Combination Product were sold separately during the same or immediately preceding calendar quarter, the proration factor shall be determined by the formula [A / (A+B)], where A is the average gross sales price of all Product components during such period when sold separately from the other component(s), and B is the average gross sales price of the other component(s) during such period when sold separately from Product components; or (ii) If all components of the Combination Product were not sold separately during the same or immediately preceding calendar quarter, the proration factor shall be determined by the parties in good faith negotiations based on the relative value contributed by each component.View More
Net Sales. Shall mean the gross amount invoiced by Cardiokine or its Affiliates or sublicensees in respect of sales of Licensed Compound or Licensed Products to Third Parties in the Territory, less returns and less the following amounts (a) customary quantity, trade and/or cash discounts, refunds, chargebacks, allowances, rebates (including any and all federal, state or local government rebates, e.g., Medicaid rebates) and any price adjustments allowed or given; (b) sales and other excise taxes and duties... directly related to the sale, to the extent such items are included in the gross invoice price; (c) credits for returned goods; (d) transportation charges to the extent included in the gross invoice price; and (e) agents' commissions. Sales of Licensed Product(s) by Cardiokine, or an Affiliate or sublicense of Cardiokine, to any Affiliate or sublicensee which is a reseller thereof shall be excluded, and only the subsequent sale of such Licensed Product(s) by Affiliates or sublicensees of Cardiokine to Third Parties shall be deemed Net Sales hereunder. Any transfer of Licensed Produces) by Cardiokine, or an Affiliate or sublicensee of Cardiokine, to any party in connection with the development, testing, marketing or promotion of any Licensed Produces) shall also be excluded from Net Sales.View More
Net Sales. All revenue generated by JP or any affiliate from sales of Licensed Products sold in any packaging that includes use of the Licensed Marks, whether such sales are evidenced by cash, check, credit, charge, account, barter or exchange, but net of returns, discounts/rebates, allowances, sales or use taxes, VAT, excise or similar taxes, freight or delivery charges or other amounts collected on behalf of third parties. For the avoidance of doubt, any OTC Products produced by or for and on behalf of... JP, that includes any Licensed IP, must include on all packaging for any OTC Product details of any such Licensed IP as well as any Licensed Marks that may be attributable to such Licensed IP.View More
Net Sales. Means, for the applicable period, the gross amounts invoiced for sales of all applicable Products by METUCHEN, its Affiliates or their respective sublicensees to Third Parties, less the Net Sales Adjustments, all in accordance with standard allocation procedures, allowance methodologies and accounting methods consistently applied, which procedures and methodologies shall be in accordance with GAAP. For the avoidance of doubt, the transfer of any Product by METUCHEN or one of its Affiliates to... another Affiliate of METUCHEN shall not be considered a sale; in such cases, Net Sales shall be determined based on the gross invoiced sales made by such Affiliate to a Third Party, less the Net Sales Adjustments. Net Sales shall not include distribution to a Third Party of Products for research, manufacturing or quality testing, clinical trials, compassionate or humanitarian purposes including expanded access programs (which provide access to therapies for no monetary consideration) or charitable donations.View More
Net Sales. The gross amount billed by FATE, AFFILIATES and SUBLICENSEES for LICENSED PRODUCTS, less the following: (i) customary trade, quantity, or cash discounts to the extent actually allowed and taken; (ii) amounts repaid or credited by reason of 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, sale, transportation, delivery, or use of a LICENSED PRODUCT which is paid... by or on behalf of FATE; and (iv) reasonable charges for delivery or transportation provided by third parties, if separately stated.View More
Net Sales. The term 'Net Sales' shall mean the gross amount invoiced by Licensee and its Affiliates or its Sublicensees, or any of them, on all sales of Licensed Products and Licensed Processes, less (a) discounts actually allowed; (b) credits for claims, allowances, retroactive price reductions or returned or rejected goods; (c) amounts invoiced and actually paid for third party transportation, insurance or shipping charges to an end user of the Licensed Product or Licensed Process; (d) any taxes or... other governmental charges actually paid in connection with the sale, transportation, or delivery of Licensed Products or Licensed Processes (but excluding what are commonly known as income taxes and value-added taxes). Net Sales shall include all consideration invoiced by Licensee, its Affiliates or its Sublicensees in exchange for any Licensed Products or Licensed Processes including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed Products or Licensed Processes, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefore is generated, the Licensed Product shipped for delivery or the Licensed Process completed or provided. Sales of Licensed Products or Licensed Processes by and amongst Licensee, its Affiliates or Sublicensees shall be excluded, unless the Affiliates or Sublicensees consume the Licensed Products or Licensed Processes, and only the subsequent sale of such Licensed Products or Licensed Processes to unrelated parties shall be deemed Net Sales hereunder.View More
Net Sales. Means the invoiced amounts by Bolt, sublicensees or sub-sublicensees for the sale of Licensed Product. Net Sales excludes [***] and the following items (but only as they pertain to the making, using, importing or selling of Licensed Products, are included in gross revenue, and are separately billed): [***].
