Net Sales

Net Sales. The term "Net Sales" shall mean the [ *** ] from a third party attributable to NWBio or its sublicensee's use, sale or transfer of any Licensed Product [ *** ] directly attributable to such use, sale or transfer and actually allowed and borne by NWBio or its sublicensee. Such [ *** ] [ *** ]INFORMATION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 5 [ *** ] Whenever a product is sold in... the form of a combination product containing a Licensed Product and one or more active ingredients, agents or compounds that are proprietary, either by ownership or license, to NWBio, its Affiliates or a third party (other than the Licensed Product), the Net Sales for such combination product shall be calculated by [ *** ]. If, on a country by country basis, the Licensed Product and such other active ingredients, agents or compounds in the combination product are not sole separately in such country by NWBio or its sublicensees, Net Sales for purposes of determining royalties on the combination product shall be calculated by [ *** ]. View More

Net Sales. Shall mean the gross amount billed or invoiced by or on behalf of Licensee, its Affiliates and its Sublicensees on sales of Products (whether made before or after the First Commercial Sale of the Product), less the following: (a) customary trade, quantity, or cash discounts to the extent actually allowed and taken; (b) amounts repaid or credited by reason of rejection or return; and (c) 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 Product which is paid by or on behalf of Licensee or such Sublicensee; provided that: (i) In any transfers of Products between Licensee or a Sublicensee to an Affiliate of Licensee or such Sublicensee, Net Sales shall be equal to the higher of: (x) the fair market value of the Products so transferred, assuming an arm's length transaction made in the ordinary course of business and (y) 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 clauses (a), (b) and (c) above, to the extent applicable; and 2 (ii) In the event that Licensee or a Sublicensee, or the Affiliate of Licensee or such Sublicensee, receives non-monetary consideration for any Products or in the case of transactions not at arm's length with a non-Affiliate of Licensee or such Sublicensee, Net Sales shall be calculated based on the fair market value of such consideration or transaction, assuming an arm's length transaction made in the ordinary course of business. View More

Net Sales. Means gross sales of the Product to unrelated third parties, in arm's length transactions, for which revenue is actually received by Myogen, by any Affiliates or sublicensees of Myogen, or any contract sales force of Myogen or its Affiliates, including, but not limited to, pharmaceutical wholesalers, pharmacies, hospitals or dispensing physicians, less any of the following charges or expenses that are incurred in connection with gross sales of the Product during the Term: (a)... discounts, including cash discounts, customary trade allowances or rebates actually taken, governmental rebates, chargebacks, commissions, and group purchasing management fees for formulary access; (b) credits or allowances given or made for rejection, recall or return of previously sold Product actually taken; (c) any tax or government charge, duty or assessment (including any tax such as a value added or similar tax or government charge) levied on the sale, transportation or delivery of Product when included on the invoice or other written document between the parties as payable by the purchaser and collectable by Myogen, its Affiliate or sub-licensee; and (d) freight, postage, transportation, insurance and duties on shipment of Product when included on the invoice or other written document between the parties as payable by the purchaser and collectable by Myogen, its Affiliates or sublicensees. With respect to a Combination Product, Net Sales of such Combination Product shall first be calculated in accordance with Net Sales of Product above, and then the Net Sales of such Combination Product shall be determined on a country-by-country basis as follows: (i) by multiplying the Net Sales of such Combination Product by the fraction A/(A+B), where A is the average selling price in such country of Product which contains the Compound as its sole active ingredient and B is the total of the average selling prices in such country of pharmaceutical product(s) which contain each of the other active ingredients as their sole active ingredient; or (ii) if either the average selling price of the Product which contains the Compound as its sole active ingredient or the average selling price of all the other pharmaceutical products which contain each of the other active ingredients in such Combination Product is not available, by multiplying the Net Sales of such Combination Product by a percentage, determined by mutual agreement of the parties, which represents the proportionate economic value of the Compound relative to the economic value contributed by all other active ingredients in such Combination Product. If the parties cannot agree, then the alternative dispute resolution procedure set forth on Exhibit D shall be used to determine the matter. View More

Net Sales. Means the aggregate amounts invoiced by RELIANT for sales of the Product produced using ETHYPHARM Intellectual Property to independent and [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 8 unrelated third-parties in the Territory, less any and all (a) trade, quantity and cash discounts; (b)... commissions, discounts, refunds, rebates, chargebacks, retroactive price adjustments and any other allowances which effectively reduce the net selling price; (c) returns, bad debts and uncollectible accounts; (d) Taxes collected, charged or otherwise required to be paid by RELIANT in respect thereof; and (e) insurance, freight, warehousing and other transportation and storage costs related to shipment of the Product. View More

Net Sales. Shall mean the sum, over the term of this Agreement, of all amounts received and all other consideration received (or, when in a form other than cash or its equivalent, the fair market value thereof when received) by LICENSEE and all Sublicensees from persons or entities due to or by reason of the sale, distribution or use of Products, less the following deductions and offsets, but only to the extent such sums are otherwise included in the computation of Net Sales, or are paid by LICENSEE and... not otherwise reimbursed: (a) refunds, rebates, replacements or credits actually allowed and taken by purchasers for return of Products; (b) customary trade, quantity and cash discounts actually allowed and taken; (c) excise, value-added, and sales taxes actually paid by LICENSEE or Sublicensees for Products; and (d) shipping and handling charges actually paid by LICENSEE or Sublicensees for Products. View More

Net Sales. ***. Subsections (a) through (f) shall be collectively referred to as "Deductions".

Net Sales. The gross sales of all the Products covered by a valid claim of an issued Subject Patent sold by Antigenics or its sub-lisensees to third parties in the Territory less (i) all quantity discounts and customary allowances actually granted to such third parties with respect to the sale of the Products, (ii) returns of the Products to Antigenics or its sub-lisensees from its customer by reason of spoiled, damaged or outdated products and (iii) transportation and handling charges, taxes and duties... applicable to sales of the Products. View More

Net Sales. With respect to any Product, the gross sales price for such Product invoiced by Eton, its Licensees or their respective Affiliates 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; (b) freight and insurance costs in transporting such Product to the extent separately invoiced and included in the gross sales price; (c) cash, quantity and trade... discounts, rebates and other price reductions for such Product; (d) sales, use, value-added and other direct taxes for such Product to the extent separately invoiced and included in the gross sales price; (e) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Product to the extent separately invoiced and included in the gross sales price; and (f) an allowance for uncollectible or bad debts for such Product determined in accordance with generally accepted accounting principles not to exceed 3% of Net Sales of such Product for the applicable quarterly reporting period before giving effect to this subsection (f). View More

Net Sales. The term 'Net Sales' shall mean the gross amounts invoiced by Licensee and its Sublicensees, or any of them, on all sales of Products, Licensed Processes and Licensed Services, less the following items, to the extent directly applicable to such sales of Products, Licensed Processes or Licensed Services (if not previously deducted from the amount invoiced): [...***...]. Net Sales shall include all consideration charged by Licensee or Sublicensees in exchange for any Products, Licensed Processes... or Licensed Services, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products, Licensed Processes or Licensed Services, 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 [...***...]. Sales of Products by Licensee to a Sublicensee or Affiliate for resale or by a Sublicensee to an Affiliate of Licensee for resale shall be excluded, and only the subsequent sale of such Products by such Affiliates or Sublicensees to unrelated parties shall be deemed Net Sales hereunder. The deductible items listed [...***...] above shall be either (i) included as line items on the invoice, or (ii) documented as being specifically attributable to actual sales of Products, Licensed Processes or Licensed Services in accordance with United States Generally Accepted Accounting Principles ('GAAP') or International Financing Reporting Standards ('IFRS'), as applicable, consistently applied throughout the organization of the selling party, and provided that such amounts are included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 5.3. If Licensee or other 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. Means the gross invoice price charged by, and the value of any noncash consideration owed to, Licensee for Sales of Derived Products in the Licensed Territory, less the sum of the following actual and customary deductions where applicable: cash, trade or quantity discounts; sales, use, tariff, ^import/export duties or other excise taxes when included in gross sales, but not value-added taxes assessed or income taxes derived from such sales; transportation and related freight/shipping insurance... charges; and allowances or credits to customers because of rejections or returns. View More