Net Sales

Net Sales. Shall mean the gross amount invoiced by or on behalf of Oscine, its Affiliates and its Permitted Transferees (the Invoicing Entity) from unrelated third parties on sales of Oscine Products, less the following: [***]; provided however, that in any transfers of Oscine Products between the Invoicing Entity and an Affiliate of the Invoicing Entity, Net Sales shall be equal to the total amount invoiced by such Affiliate on resale to an independent third party purchaser, in each case, after deducting... the amounts referred to in [***], to the extent applicable. [***]. View More

Net Sales. All Gross Sales of Licensed Product less the total of the following deductions to the extent they are included in the gross invoiced sale price of the Licensed Product or otherwise directly paid or incurred by Company, its Subsidiaries or its Sublicensees with respect to such Gross Sales: [***] In no event will the above deductions [***] in aggregate exceed [***] percent ([***]%) of Gross Sales. Components of Net Sales shall be determined in the ordinary course of business using the accrual... method of accounting in accordance with generally accepted accounting principles, consistently applied. No deductions shall be made from Net Sales for commissions paid to individuals whether they are (i) with independent sales agents or agencies, (ii) regularly employed by Company, its Subsidiaries, or Sublicensees on its or their payroll, or (iii) for the cost of collections View More

Net Sales. Means the total amount invoiced (including the fair market value of any non-cash consideration) by Licensee or by any Affiliate or Sublicensee (other than a third party distributor) in an arms' length transaction to a third party (that is not a Sublicensee) on account of Sales of Licensed Product or Licensed Services, after deduction of all the following in accordance with U.S. Generally Accepted Accounting Principles ("U.S. GAAP") to the extent applicable to such Sales: [***]

Net Sales. Means the consideration received or expected from, or the fair market value attributable to, each Sale, less Qualifying Costs that are directly attributable to a Sale, specifically identified on an invoice or other documentation and actually borne by Licensee or its Affiliates or Sublicensees. For purposes of determining Net Sales, the words fair market value means the cash consideration that Licensee or its Affiliates or Sublicensees would realize from an unrelated buyer in an arm's length... sale of an identical item sold in the same quantity and at the time and place of the transaction. The term Sale means any bona fide transaction for which consideration is received by Licensee or its Affiliate or Sublicensee for the sale, use, lease, transfer or other disposition of a Licensed Product or Licensed Processes to a third party. A Sale is deemed completed at the time that Licensee or its Affiliate or Sublicensee invoices, ships or receives payment for a Licensed Product or Licensed Processes, whichever occurs first. The term Qualifying Costs means: (a) customary discounts in the trade for quantity purchased or for wholesalers and distributors; (b) credits or refunds for claims or returns that do not exceed the original invoice amount; (c) prepaid outbound transportation expenses and transportation insurance premiums; and (d) sales and use taxes and other fees imposed by and indefeasibly paid to a governmental agency. View More

Net Sales. The amount recognized by Discovery Labs or an Affiliate, in accordance with U.S. GAAP (or by an Affiliate in accordance with applicable GAAP), representing the gross amount invoiced by Discovery Labs or an Affiliate as a result of arms-length, commercial transactions in the Territory on account of the sale of AEROSURF (whether based on the AEROSURF System or any Next Generation System(s)), including the sale of related AEROSURF Consumables, less all amounts customarily excluded from the... calculation of net sales by Discovery Labs or its Affiliate, including by way of example. View More

Net Sales. The gross amounts actually received by Company, Designees, Sublicensees, and Affiliates of any of the foregoing (each, an 'Entity') for arms-length sales of the Product in the Field to a Third Party or to an Entity that is an end-user of the Product calculated in accordance with GAAP, consistently applied, less the following deductions to the extent included in such gross amounts or otherwise incurred by the Entity and not otherwise recovered by or reimbursed to such Entity with respect to the... sale of such Product: (i) normal and customary rebates, quantity, trade and cash discounts, and other usual and customary discounts; (ii) charge-backs and rebates actually granted to customers, including managed health care organizations or to national, state or local governments, their respective agencies, purchasers or reimbursers, adjustments arising from consumer discount programs, co-pay assistance programs or other similar programs; (iii) retroactive price reductions, credits or allowances actually granted or made for rejection of or return of previously sold Product, including for recalls or damaged goods; (iv) customary fees paid to distributors, including group purchasing organizations (excluding sales representatives of Company); (v) sales credits accrued in accordance with GAAP, including price protection, shelf stock adjustments, adjustments for uncollectible accounts and other similar and customary deductions which are in accordance with GAAP; (vi) returns of a Product for any reason other than returns covered under (iii) above; (vii) freight, postage, shipping and insurance charges with respect to such Product; and (viii) customary sales taxes, excise taxes, use taxes, import/export duties or other governmental charges actually levied on or measured by the billing amount for such Product, including value-added taxes, in each case to the extent not reimbursed. Each of the foregoing deductions shall be determined as occurred in the ordinary course of business in accordance with GAAP. In no event shall any particular amount identified above be deducted more than once in calculating Net Sales (i.e., no 'double counting' of deductions). In no event shall a particular amount identified above to be deducted exceed the gross amount invoiced resulting in a negative royalty. Notwithstanding anything to the contrary in the definition of Net Sales, the supply or other disposition of Products (i) as samples or (ii) for use in any tests or studies reasonably necessary to comply with any applicable law, regulation or request by a regulatory or governmental authority, in each case, shall not be included in the computation of Net Sales. View More

Net Sales. Means the aggregate gross sales of Product invoiced to Third Party customers in the United States (or are Affiliates who are the end users of such Product) by EyePoint or its Affiliates, less: (a) returns, credits, allowances, discounts and rebates (including volume-based rebates) accrued with respect to such customers, (b) an allowance for bad debts, and (c) fees actually paid to distributors and specialty pharmacies for distribution of such Product, in each case of (a) through (c), as... determined in accordance with GAAP. View More

Net Sales. Means, with respect to a Licensed Product, the gross amount invoiced by Tarsus (including a Tarsus Affiliate) or any sublicensee thereof to unrelated Third Parties, excluding any sublicensee, for such Licensed Product in the Territory during the Royalty Term in the country of sale, less the following items applied consistent with U.S. Generally Accepted Accounting Principles: (a) Trade, quantity and cash discounts allowed; 3 (b) Discounts, refunds, rebates, chargebacks, retroactive... price adjustments, and any other allowances which effectively reduce the net selling price; (c) Licensed Product returns and allowances; (d) That portion of the sales value associated with drug delivery systems, where applicable; (e) Any tax imposed on the production, sale, delivery or use of the Licensed Product, including, without limitation, sales, use, excise or value added taxes; (f) Wholesaler inventory management fees; (g) Allowance for distribution expenses; and (h) Any other similar and customary deductions which are in accordance with GAAP. Such amounts shall be determined from the books and records of Tarsus, Affiliates of Tarsus or any sublicensee maintained in accordance with U. S. Generally Accepted Accounting Principles consistently applied. Tarsus further agrees in determining such amounts, it will use Tarsus's then current standard procedures and methodology, including Tarsus's then current standard exchange rate methodology, utilizing a reputable source such as the Wall Street Journal or Reuters, for the translation of foreign currency sales into U.S. Dollars. For purposes of determining Net Sales, (i) sales of a Licensed Product shall not include transfers, uses or dispositions for charitable, promotional, pre-clinical, clinical, regulatory or governmental purposes, and (ii) sales between or among Tarsus, its Affiliates and sublicensees for re-sale shall be excluded from the computation of Net Sales, but subsequent sales by Tarsus or its Affiliates to third parties shall be included in the computation of Net Sales. View More

Net Sales. The gross amounts invoiced by SEI, its Affiliates, and their respective licensees for sales of products to Third Parties, less the following items, as allocable to such products (if not previously deducted from the amount invoiced): (i) trade discounts, credits, or allowances; (ii) credits or allowances additionally granted upon returns, rejections, or recalls; (iii) freight and shipping charges (including transit insurance); (iv) taxes, duties, or other governmental tariffs (other than income... taxes); (v) government mandated rebates, and (vi) offsets, write-offs, and bad debt. View More

Net Sales. The [***].