Net Sales

Net Sales. The actual consideration paid to Company, its Affiliates or Sublicensees by a Third Party customer for sales of Product, minus [*]. In the event a Product is co-packaged, co-formulated or otherwise sold in a manner that includes one or more active therapeutic ingredients in addition to a Product (such Product, a "Combination Product"), then Net Sales, for purposes of determining royalty payments on such Combination Product, will be calculated by multiplying the Net Sales of the Combination... Product by the fraction A over A+B, in which A is the net selling price of the Product portion of the Combination Product when such Product is sold separately during the applicable accounting period in which the sales of the Combination Product were made, and B is the aggregate net selling price of the other active therapeutic ingredient of the Combination Product when such other active therapeutic ingredient are sold separately during the accounting period in question. All net selling prices of the Product portion of the Combination Product and of the other active therapeutic ingredient of such Combination Product will be calculated as the average net selling price of the said ingredients during the applicable accounting period for which the Net Sales are being calculated in the particular country where the Combination Product is sold. In the event that, in any country or countries, no separate sale of either such above designated Products or such above designated other active therapeutic ingredient of the Combination Product are made during the accounting period in which the sale was made or if the net retail selling price for an active therapeutic ingredient cannot be determined for an accounting period, Net Sales allocable to the Product in each such country will be determined by mutual agreement reached in good faith by Columbia and Company prior to the end of the accounting period in question based on an equitable method of determining same that takes into account, on a country by country basis, variations in potency, the relative contribution of the Product and each other active therapeutic ingredient in the combination, and relative value to the end user of the Product and each such other active therapeutic ingredient. View More

Net Sales. Means the gross amount billed or invoiced by or on behalf of Licensee, its Affiliates and Sublicensees (in each case, the Invoicing Entity) for Licensed Product as reduced by the following deductions to the extent actually allowed or incurred with respect to such sales: (a) transportation charges, and other shipping charges, such as insurance, (b) sales, value-added and excise taxes, customs, duties, and any other governmental charges, to the extent imposed upon the sale of the Licensed Product... and paid by the selling party, provided that no income taxes shall be deducted from gross sales of Licensed Product to calculate Net Sales, (c) distributor fees, rebates or allowances actually granted, allowed or incurred, including but not limited to government and managed care rebates, (d) quantity discounts, cash discounts or chargebacks actually granted, allowed or incurred, and (e) allowances or credits to customers or write offs of invoiced amounts, not in excess of the selling price of Licensed Product, on account of governmental requirements, rejections, recalls, or returns. In the event that such average sale price cannot be determined for both the Licensed Product and all other pharmaceutical products(s) included in the Combination Product, Net Sales for the purposes of determining royalty payments shall be calculated by multiplying the Net Sales of the Combination Product by the fraction of C/(C+D) where C is the fair market value of the Licensed Product and D is the fair market value of all other pharmaceutical product(s) included in the Combination Product. View More

Net Sales. Means the total of gross dollar amounts invoiced or charged to others by Licensee, for all Licensed Products sold, distributed, or transferred, reduced by the amount of any sales and excise tax, including VAT taxes and duties, if any.

Net Sales. The Gross Sales Price invoiced by Buyer or its Affiliates to third parties, less only (a) any taxes included in the Gross Sales Price, if any, and (b) Allowable Deductions.

Net Sales. Means, with respect to any Product, the gross sales price for such Product invoiced by Melt, its Licensees, or its or their respective Affiliates to customers who are not Affiliates (or are Affiliates but are the end users of such Product) less: (a) commercially reasonable credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers; (b) freight and insurance costs in transporting such Product paid by Melt, its Licensees, or its or their respective... Affiliates and not reimbursed by such customers; (c) commercially reasonable cash, quantity and trade discounts, rebates and other price reductions for such Product; (d) sales, use, value-added and other direct taxes assessed or imposed on the sale or license of such Product and paid by Melt, its Licensees, or its or their respective Affiliates and not reimbursed by such customers; (e) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Product paid by Melt, its Licensees, or its or their respective Affiliates and not reimbursed by customers; and (f) an allowance for uncollectible or bad debts determined in accordance with GAAP. If Melt, its Licensees, or its or their respective Affiliates sell or license any Product to an Affiliate end user at a price that reflects a credit, allowance, discount or rebate that is greater than the same offered to otherwise similarly situated customers, the amount of the credit, allowance, discount or rebate shall not be subtracted from the gross sales price. Net Sales shall not include the gross sales price of such Product invoiced as the result of prescriptions written for the Product or purchases made of the Product by the investors in OHSO or by Affiliates of investors in OHSO. View More

Net Sales. Means (a) the itemized fee-for-service amounts earned by Labcorp and its Affiliates from third parties for any Licensed Services sold by Labcorp and its Affiliates, and (b) the purchase price earned by Labcorp and its Affiliates from third parties for any Licensed Products sold by Labcorp and its Affiliates (in each case, taking into account discounts, rebates and contractual allowances that do not exceed the original amount received), less outbound transportation expenses and insurance... premiums, duties and sales and use taxes and bad debt as recorded by Labcorp (up to maximum of [***]) as to its revenues during the applicable period. The bad debt deduction referenced in the prior sentence is the charge, on a percentage of revenue basis, which Labcorp recognizes in the given period to maintain the allowance for doubtful accounts at an appropriate level, to estimate the extent to which collection of accounts receivable will not be possible from customers. Proteomedix understands and acknowledges that Labcorp does not monitor or charge bad debt expense on an individual test basis. The Net Sales with respect to the Licensed Services and Licensed Products that are subject to a royalty when sold in combination with other tests, products or services which are not subject to the royalty provisions of this Agreement (collectively, “Non-Royalty-Bearing Items”), shall be that amount determined by multiplying the Net Sales covering both the Licensed Service (or Licensed Product, as applicable) and Non-Royalty Bearing Items by an appropriate combination fraction. The combination fraction shall be a fraction, the numerator of which is the list price of the Licensed Service (or Licensed Product, as applicable), and the denominator of which is the aggregate of the list price for both the Licensed Service (or Licensed Product, as applicable) and Non-Royalty Bearing Items. View More

Net Sales. With respect to a given period, the gross amounts invoiced for Products sold or otherwise disposed of by Lepu, an Affiliate of Lepu, or a Sublicensee, to Third Party customers, less the following amounts: (i) [***]; (ii) [***]; (iii) [***]; (iv) [***]; (v) [***]; and (vi) [***].

Net Sales. The aggregate amounts invoiced on sales of Products to any third party, net of normal and customary trade and quantity discounts (excluding free samples) actually given at the time of sale including any normal and customary discounts provided to managed healthcare organizations, and net of any returns or allowances given to such third parties for defective Product. For the avoidance of doubt, Net Sales shall not include any amounts invoiced by TEAMM to a customer for sales, use, or value added... taxes,. Product will be considered sold when firm written orders are received, invoiced, billed out, or when delivered and paid for, or paid for before delivery, whichever first occurs. In the event that TEAMM sells Product as part of a bundled sale of separate products, the Net Sales attributable to such Product shall be the higher of (i) the separately stated prices stated for such Product sold in such bundled sale or (ii) the average price at which such Product is sold in a non-bundled sale during the Quarter View More