Net Sales

Net Sales. For any period means gross sales of the Products billed and shipped by K2M or its Affiliates, or K2M's permitted licensees or assignees, less allowances and discounts actually given, fees or commissions to salesmen or sales representatives (regardless whether such salesman or sales representative is an independent agent or employee of K2M, provided, however, that such deduction of fees or commissions to sales representatives shall not exceed 25% of gross sales of Products, in the aggregate),... returns, invoices written off as uncollectible (except if and insofar as such invoices are subsequently collected), billed taxes (other than income taxes) and customs duties paid by K2M or its Affiliates, or K2M's permitted licensees or assignees, costs of insurance and transportation, freight and transit insurance and tax, rebates and administrative fees or the like associated with group purchasing organization contracts or independent dealer network contracts or the like, and shall not include samples or demonstration materials or any sale to K2M employees or employees of K2M's Affiliates, permitted licensees or assignees, or independent sales representatives for any reason other than resale. The term "Net Sales" shall not include (i) sales directly or indirectly between the Parties, (ii) sales by independent distributors (but shall include sales to such independent distributors), (iii) sales between K2M and its Affiliates, permitted licensees or permitted assignees View More

Net Sales. With respect to any Product, the gross sales price of such Product invoiced by Imprimis and its 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; (c) cash, quantity and trade discounts, rebates and other price reductions for such Product; (d) sales, use, value-added and... other direct taxes; (e) customs duties, tariffs, surcharges and other governmental charges incurred in exporting or importing such Product; (f) an allowance for uncollectible or bad debts determined in accordance with generally accepted accounting principles; and (g) the fully-burdened cost of goods sold determined in accordance with generally accepted accounting principles. View More

Net Sales. The term "Net Sales" shall mean shall mean for a Product in a particular period, the sum of (1) and (2): (1) the gross amount invoiced by Pieris for sale of Products to Third Parties in the Field and Territory, excluding transactions transferring a Product to a Pieris Affiliate, Sublicensee, distributor and/or agent for resale, less the sum of the following items: (a) customary trade, prompt payment, quantity or cash discounts to the extent actually allowed and taken; (b) amounts... repaid or credited by reason of rejection, recalls or returns; (c) to the extent separately stated on purchase orders, invoices or other documents of sale, any taxes, duties, tariffs or other governmental charges levied on the production, sale, transportation, delivery or use of a Product; (d) outbound transportation costs prepaid or allowed and costs of insurance of transit; (e) discounts or rebates or other payments required by law to be made under Medicaid, Medicare or other governmental special medical assistance programs to the extent actually allowed and taken; and (f) amounts written off by reason of uncollectible bad debt, but not to exceed [***] ([***]) of the Net Sales per calendar year. No other deductions shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by Pieris and on its payroll, or for the cost of collections. Products shall be considered "sold" ninety (90) days after billing or invoicing, or upon receipt of payment, whichever comes first, provided, however, that Products are actually shipped to customers. (2) for Sublicensees, the net sales amounts reported on a calendar quarterly basis to Pieris in accordance with the Sublicensee contractual terms and their then-currently used accounting standards (provided, however, that such accounting standards are consistent with the US GAAP and/or IFRS or such other internationally recognized accounting standards as may be agreed by the Parties). View More

Net Sales. Means the gross amount actually billed or invoiced by or on behalf of the Company and its Affiliates (in each case, the 'Invoicing Entity') on sales, leases or other transfers of, or other methods of commercializing, Licensed Products, less the following to the extent applicable with respect to such sales, leases or other transfers and not previously deducted from the gross invoice price: (i) customary trade, quantity or cash discounts to the extent actually allowed and taken; (ii) amounts... actually repaid or credited by reason of rejection or return of any previously sold, leased or otherwise transferred Licensed Products; (iii) amounts paid by customers to the Invoicing Entity in respect of shipping and insurance (where separately stated on purchase orders and where such amounts are transferred in their entirety by the Invoicing Entity to third party carriers); (iv) bad debts (as determined in accordance with relevant GAAP rules) deriving from Net Sales in respect of which royalties were paid by the Company hereunder; and (v) amounts paid by customers to the Invoicing Entity in respect of any sales, value added or similar taxes, custom duties or other similar governmental charges levied directly on the production, sale, transportation, delivery or use of a Licensed Product to the extent separately stated on purchase orders, invoices or other documents of sale and where such amounts are transferred in their entirety to the relevant tax authorities, but not including any tax levied with respect to income; provided that: (a) in any transfers of Licensed Products between an Invoicing Entity and an Affiliate of such Invoicing Entity not for resale by such Affiliate, Net Sales will be equal to the fair market value of the Licensed Products so transferred, assuming an arm's length transaction made in the ordinary course of business; and (b) in the event that an Invoicing Entity receives non-cash consideration for any Licensed Products or in the case of transactions not at arm's length with a non-Affiliate of an Invoicing Entity, Net Sales will 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. Sales of Licensed Products by an Invoicing Entity to its Affiliate for resale by such Affiliate will not be deemed Net Sales. Instead, Net Sales will be determined based on the gross amount billed or invoiced by such Affiliate upon resale of such Licensed Products to a third party purchaser. With respect to Net Sales of Licensed Products by Sublicensees (applicable for computing the Sublicense Receipts pursuant to Section 6.2 below and for computing the Exhibit G Milestone Payments), such Net Sales shall be computed on the basis of deductions taken from the gross amounts actually received by the Sublicensee (and not on the basis of amounts billed or invoiced by the Sublicensee). View More

Net Sales. The gross amount invoiced by Werewolf and its Affiliates and licensees (each, a "Selling Party") for the sale, transfer or other disposition of applicable Covered Products less the following deductions (in each case, to the extent actually incurred, allowed, paid, accrued or allocated with respect to such sale, transfer or disposition): (a) normal and customary trade, quantity and cash discounts; (b) rebates and chargebacks; (c) credits or allowances for returns, rejections and billing errors;... (d) sales taxes, value added taxes or similar taxes, including duties or other governmental charges, imposed on the sale of applicable Covered Products to third parties, to the extent included in the invoice price and not reimbursable, refundable or creditable to the Selling Party; and (e) prepaid freight, insurance and handling fees to the extent included in the invoice price, in each case (clauses (a) through (e)) as determined from books and records of the Selling Party maintained in accordance with GAAP. Sales of applicable Covered Products between or among Werewolf and its Affiliates and licensees shall be excluded from the computation of Net Sales if such sales are not intended for end use, but Net Sales shall include the subsequent final sales to third parties by such Affiliates and licensees. If a sale, transfer or other disposition with respect to applicable Covered Products involves consideration other than cash or is not at arm's length, then the Net Sales from such sale, transfer or other disposition shall be calculated based upon the arm's length fair market value of the applicable Covered Product, which generally shall mean the Selling Party's average sales price for the quarter in the country where such sale took place. View More

Net Sales. (i) [***] (ii) [***] (iii) [***] (iv) [***] [***] [***]

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. Shall mean, [***].