Net Sales

Net Sales. Means the gross value of compensation and payments, whether in cash or in kind, received by Licensee or its Sublicensees for Sales of Licensed Products, less all Permissible Deductions.

Net Sales. With respect to any Product, the gross sales price of such Product invoiced by Mayfield, its Sublicensees, and its and their respective Affiliates (collectively, the "Mayfield Group") to customers who are not Affiliates (or are Affiliates but are the end users of such Product), less: (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers actually granted in the ordinary course of business; (b) freight and insurance costs in transporting Product in... the ordinary course of business; (c) cash, quantity and trade discounts, rebates and other price reductions for Product; (d) sales, use, value-added and other direct Taxes if separately charged or invoiced (but not including Taxes based on the Mayfield Group's profits); (e) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing Product if separately invoiced; and (f) an allowance for uncollectible or bad debts determined in accordance with GAAP not to exceed three percent (3%) of Net Sales of such Product for the applicable quarterly reporting period prior to giving effect to this subsection (f). No deductions shall be made for commissions paid to individuals, whether they be with independent or affiliated sale agencies or regularly employed by the Mayfield Group, and on its payroll, or for the cost of collections View More

Net Sales. With respect to any period, the gross amount billed or invoiced on sales of the Licensed Product during such period anywhere in the Territory by Knight or any of its Affiliates or sublicensees or assignees (or permitted distributors) to unaffiliated Third Parties in bona fide arm's length transactions, less the following deductions, in each case to the extent reasonable and customarily provided to unaffiliated entities and actually allowed and taken with respect to such sales: i. actual... credits, price adjustments or allowances for damaged products, returns or rejections of the Licensed Product in accordance with Knight's returned goods policy; ii. normal and customary trade, cash and quantity discounts, allowances and credits (other than price discounts granted at the time of invoicing which have already been included in the gross amount invoiced); iii. chargeback payments, repayments and rebates (or the equivalent thereof) granted to or imposed by group purchasing organizations, managed health care organizations or federal, state/provincial, local and other governments, including any or all of their regulatory authorities, agencies, review boards or tribunals, or trade customers; iv. sales, value-added (to the extent not refundable in accordance with applicable law), and excise taxes, tariffs and duties, and other taxes directly related to the sale (but not including taxes assessed against the income derived from such sale); v. outbound freight, shipment and insurance costs incurred by Knight to sell the Licensed Product to the extent included in the price and separately itemized; vi. quality and stability costs; and vii. stocking allowances. Net Sales shall include (a) any named patient sales, if applicable, and (b) the amount or fair market value of all other consideration received by Knight or any of its Affiliates or sublicensees or assignees (or permitted distributors) in respect of sales of the Licensed Product, whether such consideration is in cash, payment in kind, exchange, or other form. Net Sales shall not include sales between or among Knight or any of its Affiliates or sublicensees or assignees (or permitted distributors) unless any such associated party is the end user. Subject to the above, Net Sales shall be calculated in accordance with the standard internal policies and procedures of Knight, which shall at all times be in accordance with IFRS, consistently applied View More

Net Sales. The total of the gross consideration charged for Licensed Products made, used, leased, transferred, distributed, sold or otherwise disposed of by Licensee, its Subsidiaries, Affiliates, and its sublicensees, less the sum of the following actual and customary deductions (net of rebates or allowances of such deductions received) included on the invoice and actually paid: cash, trade, or quantity discounts; sales or use taxes imposed upon particular sales; import/export duties; and transportation... charges. In the event Licensee or any of its Affiliates or sublicensees makes a transfer of a Licensed Product to a third party for other than monetary consideration, or for less than fair market value, such transfer shall be considered a sale hereunder to be calculated at a fair market value for accounting and royalty purposes. Furthermore if Licensee, its Affiliates or sublicensees commercially use Licensed Product with no expectation of subsequent royalty bearing transfer of such Licensed Product to an unaffiliated third party, such commercial use shall be considered a sale hereunder to be calculated at a fair market value for royalty and accounting purposes. For the avoidance of doubt, any disposal of Licensed Products for or use of Licensed Products in clinical or pre-clinical trials, or as free samples (such samples to be in quantities common in the industry for this type of product) shall not give rise to any deemed sale under this Agreement. View More

Net Sales. The gross invoiced sales of a Product to all customers less (i) the cost of the Product, including freight in, duty, customs, shipping and all related direct costs of acquiring the Product; (ii) chargebacks; (iii) freight and insurance charges; (iv) trade discounts, credits or allowances; (v) costs of replacements, returns, recalls or rebates (including but not limited to group purchasing organization fees and rebates); (vi) discounts or rebates or other payments required by law to be made... under Medicaid, Medicare or other governmental special medical assistance programs (vii) wholesaler service charges; (viii) sales, excise or value added taxes paid on or in relation to sales of the Product; and (ix) [***], as calculated in accordance with United States Generally Accepted Accounting Principles, or US GAAP View More

Net Sales. The term "Net Sales" shall mean the gross amount received by Licensee, or its Affiliates and sublicensees, or any of them, on sales to first customers of Licensed Products for therapeutic use after deducting (i) discounts actually given, (ii) credits for claims, allowances, retroactive price reductions or returned goods, (iii) transportation and insurance costs and (iv) sales taxes, value added taxes or other governmental charges paid in connection with sales of Licensed Products (but excluding... what is commonly known as income taxes). For purposes of determining Net Sales, a sale shall be deemed to have occurred when a Licensed Product is shipped for delivery and payment has been received for said shipment. Sales of Licensed Products by Licensee or its Affiliates or a sublicensee thereof to any Affiliate or sublicensee which is a reseller thereof shall not be considered in the computation of Net Sales, and only the subsequent sales of such Licensed Products by Affiliates or sublicensees to unrelated parties shall be deemed Net Sales hereunder. Sales of Licensed Products for research purposes, or for the purpose of conducting clinical trials necessary or desirable in connection with securing regulatory approval of any Licensed Product in the Licensed Territory, shall not be considered in the computation of Net Sales. In the event that a Licensed Product is a Combination Product, then the Net Sales from said Licensed Product/Combination Product shall be determined in accordance with the formula set forth in Section 4.3 below. In the event that a Licensed Product is a Component Product, then the Net Sales from said Licensed Product/Component Product shall be determined in accordance with the formula set forth in Section 4.4 below. View More

Net Sales. (i) for retail store sales, the actual retail price paid to Licensee by Licensee's retail customers (not including any sales or other taxes, transportation or handling charge) for all Licensed Products sold, less any discounts, refunds, credits, or returns given by Licensee to its customers; and (ii) for catalog, mail order and e-commerce sales, gross shipments, less free transportation and handling promotional programs, less returns, less an amount not to exceed *** of the actual aggregate... retail price paid to Licensee by Licensee's retail customers that represents customer order adjustments (as distinct from discounts, refunds, credits or returns) for damaged or defective Licensed Products sold to retail customers via Licensee's catalog, mail order and e-commerce operations ("Customer Order Adjustments"). View More

Net Sales. Means the gross invoice sales price for Cepheid Sourced Products that are covered by a valid claim of an IDI patent licensed under this Agreement, and that are sold by Cepheid, its Affiliates and its or their sub-distributors to end users, less: trade, cash and quantity discounts documented, if any, actually allowed, other allowances actually applied, amounts refunded for faulty or defective product, returns, rejections, account receivables remained unpaid determined and applied in accordance... with Cepheid's normal and customary policies and procedures (and to the extent applicable, United States GAAP), freight, insurance and other transportation costs, tariffs, duties, sales tax, and similar governmental charges (except income taxes) paid with respect to the Cepheid Sourced Products sold. View More

Net Sales. The gross amounts or cash equivalents actually received by Licensee or its Affiliates, subsidiaries, Sublicensees or assigns for the Products (including where such is received for the Device or Product Components individually) during the term of this Agreement less amounts directly attributable to: (i) rebates actually paid or taken (including government rebates such as Medicaid chargebacks or rebates), administrative fees in lieu of rebates paid to managed care and similar institutions,... chargebacks and retroactive price adjustments for the Products; (ii) refunds, credits or allowances actually granted upon claims, rejections or returns of such sales of the Products, including recalls, regardless of the party requesting the claim, rejection, or return; (iii) separately itemized freight, postage, packaging, shipping, and insurance charges actually incurred by Licensee for delivery of the Products; (iv) taxes (but not income taxes on sales), duties, or other governmental charges levied on or measured by the invoiced amount for the Products, and actually paid by Licensee; and (v) normal and customary trade, quantity and cash discounts and allowances actually allowed for the Products View More

Net Sales. The total gross receipts for sales of Licensed Products or practice of Licensed Processes by or on behalf of AOI or any of its Affiliates or sub-sublicensees to end-user customers, and from leasing, renting or otherwise making Licensed Products available to others without sale or other dispositions, whether invoiced or not, less only the sum of the following: (a) usual trade discounts to customers; (b) sales, tariff duties and/or use taxes directly imposed and with reference to particular... sales; (c) outbound transportation prepaid or allowed and transportation insurance; (d) amounts allowed or credited on returns; (e) bad debt deductions actually written off during the accounting period; (f) sales commissions; and (g) packaging and freight charges. View More