Net Sales

Net Sales. The gross amount received based on billed or invoiced sales by the applicable party or its Affiliates or sublicensees of ABL Licensed Products or New Vaccine products (as applicable, the "Product"), less the following: (i) customary trade, quantity, or cash discounts and commissions to non-affiliated brokers or agents to the extent actually allowed and taken; (ii) amounts repaid or credited by reason of rejection or return; (iii) 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 the applicable party or its Affiliates or sublicensees; (iv) outbound transportation costs prepaid or allowed and costs of insurance in transit; and (v) sales at or below the fully burdened cost of manufacturing Product, solely for research or clinical testing of such Product or for indigent or similar public support or compassionate use programs. In any transfers of Products between the applicable party or its Affiliates or sublicensees and its Affiliate or sublicensee, Net Sales shall be calculated based on the final sale of the Product to an independent third party. In the event that the applicable party or its Affiliates or sublicensees receives non-monetary consideration for any Products, Net Sales shall be calculated based on the fair market value of such consideration. In the event that CytRx or ABL or their Affiliates or sublicensees use or dispose of a Product in the provision of a commercial service, the Product shall be considered sold and the Net Sales shall be calculated based on the sales price of the Product to an independent third party during the same period or, in the absence of such sales, on the fair market value of the Product as determined by CytRx and ABL in good faith. View More

Net Sales. Gross Sales, less refunds, taxes, freight, insurance, customs duties, credits and allowances actually allowed to customers for returned Products.

Net Sales. The total of all sales by Test Franchisees of all products from each Test Location, including catering, internet and off-site sales of such products, whether for on-site or off-site consumption, but shall exclude (i) the amount of any state or local sales or use tax actually paid by Test Franchisee, (ii) refunds or returns and (iii) the discounted portions of goods sold, including but not limited to sales under coupon or promotion so long as such discounts are not provided in exchange for any... rights, goods or services. The Parties recognize and agree that under certain circumstances it may not be practical to track sales discounts and coupons separately between the RMCF products and the CSC products when such sales are recorded on a shared POS system. In such cases to the extent the discounts and coupons are not specifically tracked to one brand or the other, the discounts and coupons will be allocated between RMCF sales and CSC sales based upon the proportions of the total net sales from each brand on a monthly basis View More

Net Sales. The gross revenue received by LICENSEE and/or its Affiliates or Sublicensees from sales of Products to third parties, less the following items but only insofar as they are included in such gross revenue: (i) import, export, value added, excise and sales taxes, tariffs, and custom duties; (ii) rebates, refunds, and credits for any rejected or returned Products or because of retroactive price reductions, rebates or chargebacks; (iii) charges for packaging, shipping and insurance; and (iv) trade,... cash or quantity discounts or rebates to the extent actually granted (including Medicaid and other government-mandated rebates). View More

Net Sales. The amounts (or other consideration) received by Buyer or its Affiliates and its or their licensees and sublicensees from third parties from the manufacture or use of Products, or the sale or importation of Products, less: (a) credits or allowances actually granted for damaged Product(s), returns or rejections of Product(s), price adjustments and billing errors; (b) governmental and other rebates (or equivalents thereof) granted to managed health care organizations, pharmacy benefit managers... (or equivalents thereof), federal, state, provincial, local and other governments, their agencies and purchasers and reimbursers or to trade customers; (c) normal and customary trade, cash and quantity discounts, allowances and credits actually allowed or paid; (d) commissions allowed or paid to third party distributors, brokers or agents other than sales personnel, sales representatives and sales agents employed by Buyer or its Affiliates; (e) transportation costs, including insurance, for outbound freight related to delivery of a Product to the extent included in the gross amount invoiced; and (f) sales taxes, VAT taxes and other taxes directly linked to the sales of Product(s) or non-exclusive licensed Product to the extent included in the gross amount invoiced. Net Sales shall not include sales at Buyer's actual cost to Affiliates or to contractors or licensees engaged by or partnered with Buyer to develop, promote, co-promote, market, sell or otherwise distribute a Product, Products provided for research, development, compassionate use purposes, bona fide charitable purposes or indigent patient programs, at or below documented actual cost, or Products provided by Buyer to a licensee or Affiliate provided that Net Sales by such licensee, contractor or Affiliate (substituting such entity for Buyer in the definition of Net Sales) are subject to milestone and Sales Earnout Payments to Seller and therefore part of Net Sales hereunder. For Net Sales of a Product sold or supplied as a "Combination" where "Combination" means a pharmaceutical product containing, in addition to the Product, one or more active pharmaceutical(s) in addition to the Product, the Net Sales of such a Combination in a country will be determined by multiplying the Net Sales of such Combination by the fraction of A/A+B, where A is the average unit selling price of the Product sold separately in that country and B is the total average unit selling price of the other active pharmaceutical(s), when sold separately in that country. If neither the Product nor the other active pharmaceutical(s) of the Combination are sold separately, then the parties shall negotiate in good faith the value of the other active pharmaceutical(s) of the Combination that are to be deducted from the Net Sales of the Combination in determining the Net Sales of the Product contained in the Combination. In the event the Parties cannot agree, the matter will be submitted to binding arbitration under JAMS in Washington, DC. Monetary conversion from the currency of a country outside the U.S. in which Product is sold into U.S. dollars shall be calculated at the rates of exchange as published in the Wall Street Journal, or if the Wall Street Journal rates are not available by a source mutually agreed by the parties View More

Net Sales. 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 its Affiliates from persons or entities due to or by reason of the sale or other distribution of Product(s), or the use of Product(s), including any use by LICENSEE and Affiliates in the performance of services for their customers; 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: refunds, rebates, replacements or credits actually allowed and taken by purchasers for return of Product(s); customary trade, quantity and cash discounts actually allowed and taken; excise, value-added, and sales taxes actually paid by LICENSEE for Product(s); and shipping and handling charges actually paid by LICENSEE for Product(s. View More

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Net Sales. Shall mean the U.S. net sales for a Product as reported by Customer in its U.S. financial statements under U.S. General Accepted Accounting Procedure (GAAP) principles, and incorporates, to the extent related to the sale thereof, discounts, charge backs, credits, returns, rebates and allowances actually granted, which were imposed on the sales transactions under the ordinary course of business (whether or not separately invoiced).

Net Sales. The gross amount received by Purchaser or its Affiliates, licensees, sublicensees, joint ventures and assignees of the Product rights assigned hereunder, for Products sold in bona fide, arms-length transactions, less amounts (other than for bad debt) actually deducted by such selling party and recognized in its financial statements in calculating net sales of such Products in accordance with GAAP for the following items: (i) trade, quantity and/or cash discounts from the gross invoice price... which are actually allowed, accrued or taken, (ii) freight, postage and other handling and transportation charges and insurance included in the invoice price, (iii) amounts repaid, credited or accrued by reasons of rejections or return of goods or because of retroactive price reductions specifically identifiable to the Product, (iv) amounts payable and/or accrued resulting from government (or agency thereof) mandated rebate programs, (v) third-party rebates, credits, allowances or chargebacks (including those to managed-care entities and Government Entities) to the extent actually allowed or taken, (vi) customs duties, tariffs, sales taxes, value-added taxes, excise taxes and other consumption taxes and compulsory payments to Government Entities and any other governmental charges imposed upon the sale of Product (excluding income taxes), if any, actually paid and directly related to the sale of Product that are not reimbursed by the buyer of such Product, (vii) any other accruals required for Product related deductions and allowances permitted by GAAP View More

Net Sales. The gross amount billed or invoiced on sales by Company and its Affiliates and Sublicensees of Licensed Products, less the following: (a) customary trade, quantity, or cash discounts and commissions to non-affiliated brokers or agents to the extent actually allowed and taken; (b) amounts repaid or credited by reason of rejection or return; (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 Licensed Product which is paid by or on behalf of Company; (d) outbound transportation costs prepaid or allowed and costs of insurance in transit; and (e) allowance for bad debt that is customary and reasonable for the industry and in accordance with generally accepted accounting principles. Notwithstanding anything to the contrary in this Section 1.7, Net Sales does not include sales of Licensed Products at or below the fully burdened cost of manufacturing solely for research or clinical testing or for indigent or similar public support or compassionate use programs. In any transfers of Licensed Products between Company and an Affiliate or Sublicensee, Net Sales shall be calculated based on the final sale of the Licensed Product to an independent third party. In the event that Company or an Affiliate or Sublicensee receives non-monetary consideration for any Licensed Products, Net Sales shall be calculated based on the fair market value of such consideration. In the case of Combination Products, Net Sales means the gross amount billed or invoiced on sales of the Combination Product less the deductions set forth above, multiplied by a proration factor that is determined as follows: (i) If all components of the Combination Product were sold separately during the same or immediately preceding Royalty Period, the proration factor shall be determined by the formula [A / (A+B)], where A is the aggregate gross sales price of all Licensed Product components during such period when sold separately from the other essential functional components, and B is the aggregate gross sales price of the other essential functional components during such period when sold separately from the Licensed Product Components; or (ii) If all components of the Combination Product were not sold separately during the same or immediately preceding Royalty Period, the proration factor shall be determined by the formula [C / (C+D)], where C is the aggregate fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. View More