Net Sales. All gross revenue invoiced by Licensee, its Affiliates and Sublicensees for the Commercial Sales of Licensed Products to third parties that are not Sublicensees (including without limitation Distributors and wholesalers).
Net Sales. Means the gross amount invoiced by Parent, any of its Affiliates (including the Surviving Corporation) or any of its Licensees (each, a "Selling Party") to a third party for sales or distribution of XERAVA in the U.S., less the following deductions as calculated in accordance with GAAP consistently applied: (i) customary trade, cash and quantity discounts given to customers; (ii) rebates, credits and allowances given by reason of rejections returns, damaged or defective product or recalls; ... (iii) government-mandated rebates, credits and adjustments paid or deducted; (iv) customary 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; (v) reasonable and customary freight, shipping, insurance and other transportation expenses, if borne by the applicable Selling Party without reimbursement from any third party; (vi) 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 (vii) sales, value-added, excise taxes, tariffs and duties, and other taxes and government charges directly related to the sale, delivery or use of XERAVA (but not including taxes assessed against the net income derived from such sale). Furthermore, Net Sales shall not include use of or sale at or below the direct manufacturing cost of XERAVA by Parent, its Affiliates (including the Surviving Corporation) and/or its sublicensees of XERAVA for non-clinical or clinical studies, patient-assistance programs or charitable donations. Resales or sales of XERAVA made in good faith between or among any Selling Party shall not be included in the calculation of Net Sales but the subsequent resale or sale to a non-Affiliate third party (other than a Selling Party) shall be included in the computation of Net Sales. All Net Sales shall be computed in Dollars, and where any Net Sales are calculated in a currency other than Dollars, they shall be translated into Dollars in accordance with GAAP.View More
Net Sales. Means the gross revenue received by LICENSEE (and Sublicensees, to the extent LICENSEE passes the royalty obligation of Section 4.6. and the records and audit requirements of Section 5.4. and Section 5.5., respectively, to a Sublicensee pursuant to Section 4.7. ), from the bona fide arms-length sale, transfer, use, or disposition of Licensed Product to Distributors or End-Users, including a fair monetary value for each sale, transfer, use or other disposition of a Licensed Product that is not a... bona fide arms-length transaction or that is for consideration other than monetary; in which case such consideration shall be valued at the fair market value of the Licensed Product within the country of the End-User of such Product determined as of the date of such sale, transfer, use or other disposition; less the following amounts to the extent they are usual, customary or acceptable in the pharmaceutical industry, actually pertain to the sale, transfer, use or disposition of such Licensed Products by LICENSEE, and are included in such gross revenue: (a) rebates or discounts based on volume, if any, allowed and actually granted in bona fide arms-length transactions; (b) credits or allowances to the extent given and taken for actual rejections and returns; and (c) any tax or governmental charge directly on sale or use of Licensed Products invoiced to and paid by LICENSEE, and not recovered from the Distributor or End-User and that is not reimbursable, refundable or creditable under the tax authority of any country. For the avoidance of doubt, resales of Licensed Products after the initial sale, transfer, use or disposition (that is a bona fide arms-length transaction, or if not a bona fide arms-length transaction, or for consideration other than monetary, then at a fair monetary value within the country of the End-User of such Product determined as of the date of such sale, transfer, use or other disposition) of such Products to or by a Distributor or Sublicensee, as the case may be, shall be excluded from the calculation of "Net Sales." Sales of Licensed Products for use in conducting clinical trials of such Products in a country in order to obtain the first regulatory approval of such Products in such country shall be excluded from the calculation of "Net Sales" but solely to the extent such sales are at the selling party's actual costs.View More
Net Sales. With respect to all Licensed Product distributed or sold in the Territory to Third Parties by Oyster, its Affiliates or any of its or their Sublicensees, gross receipts from sales of such Licensed Product in the Territory, less in each case.
Net Sales. Means, with respect to each Product sold in the Territory, the aggregate gross sales amount invoiced by ETON or any sublicensee or other party authorized by ETON to wholesale or distribute the Products on an arms-length basis to Third Parties in the Territory (Gross Sales), less (as applicable) the following ETON expenses as accrued and adjusted for amounts actually taken, consistent with ETON'S standard accounting practices in accordance with GAAP: (a) amounts refunded or credited for... returned, damaged, outdated, short-dated or defective goods, and bad debts, and (b) all of the following: (i) taxes, duties and other governmental charges related to the production, use or sale of the Products (including, including without limitation the brand manufacturer's tax imposed pursuant to the Patient Protection and Affordable Care Act (Pub. L. No. 111-148) as amended or replaced, but not including taxes assessed against the income derived from such sale); (ii) trade, quantity and cash discounts, allowances, retroactive price adjustments, credit incentive payments, chargebacks, patient support programs, and rebates (including governmental rebates or other price reductions provided, based on sales by ETON to any Governmental Entity or regulatory authority in respect of state or federal Medicare, Medicaid, government pricing or similar programs;); and (iii) any costs incurred in connection with or arising out of compliance with any Risk Evaluation and Mitigation Strategies approved by the FDA and (iv) any expenses associated with serialization of the Products. Distribution of Licensed Products for clinical trials or as samples will not be deemed a Net Sale under this definition.View More
Net Sales. The greater of the gross invoice or contract price charged to Third Party customers for the Product or the actual consideration paid by Third Party customers for the Product less the following deductions, in each case to the extent actually allowed and/or taken by such Third Party customer in connection with such Product.
Net Sales. Or net sales means the gross amount actually received by licensee or any of its affiliates or sublicensees from a third party for the sale to such third party of licensed products less the sum of the following deductions and offsets allowed, accrued, paid, or taken relating specifically to licensed products: (a) discounts and rebates allowed in amounts customary in the trade; (b) sales, tariff duties, and excise, use, and value-added taxes; (c) costs of packing, insurance, delivery charges,... outbound transportation prepaid or allowed; and (d) amounts allowed or credited on returns. The amount of net sales by an affiliate or a sublicensee shall be deemed to be the amount of net sales by licensee. However, sales of licensed products by licensee to any affiliate or sublicensee which is a reseller thereof shall be excluded, and only the subsequent sale of such licensed products by affiliates or sublicensees to third parties shall be deemed net sales hereunder. For purposes of this definition, where a product(s) is sold in combination with other products, components or substances, net sales for purposes of royalty payments on the combination product in a country, shall be calculated by multiplying the net sales amount for the combined product in such country by a/(a+b), where a is the price of the standalone product sold separately in such country and b is the price for the other included products/components/substances in such combination product in such country. If no such separate sales of the licensed product are made by wize, its affiliates or (sub)licensees, net sales for royalty determination shall be calculated by multiplying net sales of the combination by the fraction c/(c+d), where c is the fully allocated cost of the product in such country and d is the fully allocated cost of such other products/components/substances in such country. In addition, sales of licensed products between or among wize, its affiliates or its sublicensees shall be excluded from the computation of net sales, except in those instances in which the purchaser is also the end-user of the licensed product sold. Further, transfers of reasonable quantities of licensed product by wize, any of its affiliates or of its sublicensee to a third party that is not a sublicensee for use in the development of such licensed product (and not for resale) and transfers of industry standard quantities of licensed product for promotional purposes shall not be deemed a sale of such licensed product that gives rise to net sales for purposes of this definition.View More
Net Sales. The gross invoiced amount (or otherwise received) by Company or Sublicensee from Distributors, customers, end users and other Third Parties for sales, leases, and other dispositions of Licensed Products, less (a) all trade, quantity, and cash discounts and refunds actually allowed, including administrative fees and inventory management fees actually paid to, or on behalf of customers with respect to Licensed Products (including those granted to managed-care entities and government agencies as... well as entities that manage patient drug benefits), (b) all credits and allowances actually granted due to rejections, returns, recalls, rebates, charge backs, volume discounts, billing errors, retroactive price reductions, (c) tariffs, duties and similar governmental charges, including Health Care Reform taxes and similar payments imposed by regulatory authorities or other governmental entities, (d) excise, sale and use taxes, and equivalent taxes to the extent not reimbursable, (e) freight, transport, packing, handling, and insurance charges associated with transportation, but only if separately stated on the same invoice as for the sale, lease or other disposition of the Licensed Product, and (f) an allowance for uncollectible or bad debts determined in accordance with accepted accounting principles, standards and procedures ("GAAP") or International Financial Reporting Standards ("IFRS") consistently applied across all products sold by Company, provided Company shall provide documentation upon University's request that the allowance accurately represents the level of uncollectible or bad debt. On sales of Licensed Products by made in other than an arm's length transaction, the value of the Net Sales attributed to such transaction will be equal to the Net Sales that which would have been received in an arm's length transaction, based on sales of like quantity and quality of Licensed Products sold on or about the time of the transaction. Net Sales does not include sale, lease, disposition or other transfer of Licensed Products among or between Company, Subsidiaries and Sublicensees for the purpose of subsequent resale to a Third Party, but does include subsequent resale to such Third Party. For avoidance of doubt Net Sales are calculated on sales by Company or Sublicensee to Distributor, and not on the subsequent sale by Distributor.View More
Net Sales. Means, with respect to each Product sold in the Territory, the aggregate gross sales amount invoiced by wholesalers, distributors or ETON on an arms-length basis to Third Parties in the Territory ("Gross Sales"), less the following deductions per NDC number: (a) all trade discounts including a percentage off Gross Sales to cover cash discounts given by ETON; (b) ETON's adjustments on account of price adjustments, billing adjustments, bid defaults, shelf stock adjustments, promotional payments... or similar allowances; (c) ETON's chargebacks, rebates, administrative fee arrangements, reimbursements, and similar payments to wholesalers and other distributors, buying groups, health insurance carriers, managed care groups, pharmacy benefit management companies, health maintenance organizations, other institutions or health care organizations or customers; (d) ETON's amounts due to third parties on account of rebate payments, including Medicaid rebates, or other price reductions provided, based on sales by ETON to any Governmental Entity or regulatory authority in respect of state or federal Medicare, Medicaid, government pricing or similar programs;; (f) any government-mandated manufacturing Tax including without limitation the brand manufacturer's Tax imposed pursuant to the Patient Protection and Affordable Care Act (Pub. L. No. 111-148) as amended or replaced; (g) any costs incurred in connection with or arising out of compliance with any Risk Evaluation and Mitigation Strategies, the Prescription Drug User Fee Act and (h) other specifically identifiable amounts that have been credited against or deducted from ETON's Gross Sales and are substantially similar to those credits and deductions listed above.View More
