Net Sales

Net Sales. Shall have the meaning ascribed to such term in the CVR Agreement.

Net Sales. Means Licensee's and its Affiliates' billings for the use, sale, lease or other disposition of Licensed Products, otherwise than to an Affiliate of the Licensee for resale, and the fair market value of any noncash consideration, less: (i) discounts allowed in amounts customary in the trade; (ii) sales, tariff duties and/or use taxes directly imposed and with reference to particular sales; ... (iii) outbound transportation prepaid or allowed; and 1 (iv) invoices which become uncollectible after reasonable means and time for collection (not to exceed * of Net Sales in any Reporting Period); and (v) amounts allowed or credited on returns of damaged goods, expired goods, or recalls. No deduction shall be made for commissions paid to individuals whether they be with independent sales agencies or regularly employed by Licensee and on its payroll, or for cost of collections. Licensed Products shall be considered "sold" when invoiced. If a Licensed Product shall otherwise be distributed or invoiced for a discounted price substantially lower than customary in the trade or distributed at no cost, to Affiliates of Licensee or otherwise, Net Sales shall be based on the average amount billed for such Licensed Products during the applicable Reporting Period (as later defined); provided, however, Licensee may distribute a reasonable number of evaluation units on a royalty-free basis, not to exceed * of Net Sales in any Reporting Period. View More

Net Sales. Shall mean Gross Sales of Commercial Product less any Costs of Doing Business.

Net Sales. Means the gross amount billed or invoiced on sales by SB, its Affiliates and sublicensees of Royalty-Bearing Products, less the following: *****. In any transfers of Royalty-Bearing Products among SB, an Affiliate and/or a sublicensee, Net Sales shall be calculated based on the final sale of the Royalty-Bearing Product to an independent third party. In the event that SB, an Affiliate or a sublicensee receives non-monetary consideration for any Royalty-Bearing Products, Net Sales shall be... calculated based on the average price charged by that party for such Royalty-Bearing Products during the preceding Royalty Period or, in the absence of such sales, the fair market value of the non-monetary consideration as determined by the parties in good faith. View More

Net Sales. Shall mean the gross amounts invoiced and actually received by or on behalf of Licensee and/or its Affiliates for the sale, supply or other disposition of Products; less the following: (a) credits, refunds, rebates or trade, quantity, or cash discounts to the extent actually allowed and taken; (b) amounts repaid or credited by reason of actual rejection or return; (c) commissions (including commissions paid to sales representatives and/or agents); (d) any royalties, lump sums or... monetary awards actually paid by the Licensee as a result of the infringement by the Licensee of the rights of a third party by the manufacture, use or sale of the Products, provided and to the extent that such infringement of third party rights is the result of the infringement by the Licensed Technology; (e) any taxes or other governmental charges directly levied on the production, sale, transportation, import, export, delivery or use of a Product; and (f) invoiced outbound transportation, packing and delivery charges, as well as prepaid freight (including shipping insurance) actually incurred; provided however, that: 2 (i) In any transfers of Products between Licensee and its Affiliate, Net Sales shall be only the total amount invoiced by such Affiliate on resale to an independent third party purchaser, in each case, after appropriate deductions as set forth above; (ii) In the event that Licensee, or its Affiliate, receives non-monetary consideration for any Products, Net Sales shall be calculated based on the Fair Market Value of such consideration; and (iii) In the event that Licensee or its Affiliate sells, supplies or otherwise disposes of Product not on arm's-length equivalent terms (it being acknowledged that there may be a range of prices at which Products are sold on arms-length equivalent terms depending on the circumstances of such sale), Net Sales shall be adjusted based on the Fair Market Value of such Products to reflect consideration that would have been due on arms-length equivalent terms. View More

Net Sales. Shall mean the sales price to customers on all sales of Non-Optical Sunglass Products by Target (whether regular, markdown, clearance or otherwise), excluding sales tax and finance charges and, less any refunds and credits for returns actually given by Target to its customers.

Net Sales. Means the total gross receipts for sales of a Product by Purchaser or its affiliates or its Licensees, whether invoiced or not, minus: (a) usual trade discounts to customers as reasonable and customary in the industry; (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) bad debt deductions actually written... off during the accounting period as defined in accordance with GAAP; (e) sales commissions as reasonable and customary in the industry; (f) amounts allowed or credited on returns as reasonable and customary in the industry; (g) packaging and freight charges; and (h) cost of delivery technologies, including any royalty and milestone payments related thereto. View More

Net Sales. Shall mean: (a) the gross invoices delivered by CURIS or its Affiliates, as appropriate, for the sale of a Product, less the following deductions: (1) Prompt payment or other trade or quantity discounts actually allowed and taken in such amounts as are customary in the trade; (2) Amounts repaid or credited by reason of timely rejections or returns; (3) Taxes on the sale of a Product (other than franchise or income taxes on the income of the seller) actually paid or withheld; (4)... Allowances for bad debt to the extent such amounts were previously invoiced and included in Net Sales for royalty purposes and were subsequently actually written off by such Party (CURIS or its Affiliate); and (5) prepaid transportation and delivery charges, including insurance premiums, actually incurred. Notwithstanding the foregoing, amounts received by such Party (CURIS or its Affiliate) or such Party's Affiliates for the sale of Products among such Party and its Affiliates whether for their internal use or for resale or other disposition will not be included in the computation of Net Sales hereunder. Where Products are not sold separately, but are sold in combination with or as parts of other products, or include one or more components covered by a Valid Claim of AEGERA Technologies, AEGERA Invented Patent Rights or Jointly Invented Patent Rights as well as one or more components not covered by a Valid Claim of AEGERA Technologies, AEGERA Invented Patent Rights or Jointly Invented Patent Rights, hereinafter "a Combination Product", the Net Sales price to be used for the purpose of calculating royalties payable in respect of Products must be determined by multiplying the Net Sales price of the Combination Product by a fraction, A/A + B, where A is the total invoice price of the component or components covered by a Valid Claim of AEGERA Technologies, AEGERA Invented Patent Rights or Jointly Invented Patent Rights if sold separately in the relevant market and B is the total invoice price of any other components in the combination if sold separately in the relevant market. In the event that the component covered by a Valid Claim of AEGERA Technologies, 3 Curis-Aegera License and Collaboration (Execution Copy) Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. AEGERA Invented Patent Rights or Jointly Invented Patent Rights or any other component in the Combination Product is not sold separately, a reasonable hypothetical market value for such component shall be determined based upon the allocation of the same proportions of costs, reasonable overhead and profits (all of which must be determined on the basis of generally accepted accounting principles) as are or should be allocated to similar component products and having an ascertainable market value. (b) for payments due on Products under Section 7.6(d), the following definition of Net Sales shall apply - the gross invoices delivered by CURIS or its Affiliates, as appropriate, for the sale of a Products which are directly developed under the Research Program, less the following deductions: (1) Prompt payment or other trade or quantity discounts actually allowed and taken in such amounts as are customary in the trade; (2) Amounts repaid or credited by reason of timely rejections or returns; (3) Taxes on the sale of such Product (other than franchise or income taxes on the income of the seller) actually paid or withheld; (4) Allowances for bad debt to the extent such amounts were previously invoiced and included in Net Sales for royalty purposes and were subsequently actually written off by such Party (CURIS or its Affiliate); and (5) prepaid transportation and delivery charges, including insurance premiums, actually incurred. Notwithstanding the foregoing, amounts received by such Party (CURIS or its Affiliate) or such Party's Affiliates for the sale of such Products among such Party and its Affiliates whether for their internal use or for resale or other disposition will not be included in the computation of Net Sales hereunder. Where the Products directly developed under the Research Program are not sold separately, but are sold in combination with or as parts of other products, hereinafter "a Combination Product", the Net Sales price to be used for the purpose of calculating royalties payable in respect of Products must be determined by multiplying the Net Sales price of the Combination Product by a fraction, A/A + B, where A is the total invoice price of the component or components which are directly developed under the Research Program if sold separately in the relevant market and B is the total invoice price of any other components in the combination if sold separately in the relevant market. In the event that any component in the Combination Product is not sold separately, a reasonable hypothetical market value for such component shall be determined based upon the allocation of the same proportions of costs, reasonable overhead and profits (all of which must be determined on the basis of generally accepted accounting principles) as are or should be allocated to similar component products and having an ascertainable market value. View More

Net Sales. Means Adjusted Gross Sales less a lump sum deduction of ***** percent (**%) of Adjusted Gross Sales for those sales-related adjustments that are not accounted for on a product-by-product basis (e.g. outward freights, transportation insurance, packing materials for dispatch of goods, custom duties, discounts granted later than at the time of invoicing, cash discounts and other direct expenses. If a Product is sold as a pharmaceutical... preparation containing the Compound and one or more other pharmaceutically active agents ("Combination Product"), the Parties shall negotiate an appropriate royalty adjustment to reflect the relative significance of the Compound compared to the other pharmaceutically active agent(s). View More

Net Sales. (A) with respect to sales by a Party, or an Affiliate of a Party, to non- affiliated third party purchasers, the actual amount of gross sales of Collaboration Product to a third party, less: trade, cash and quantity discounts, if any, actually allowed, amounts refunded for faulty or defective product, returns, rejections, freight, insurance and other transportation costs, tariffs, duties and similar governmental charges paid... (except income taxes); (B) with respect to sales by a Party made to any Affiliate, the Net Sales will be determined as if such Collaboration Product had been sold to a non-affiliated third party purchaser at an average Net Sales for such Collaboration Product during the immediately preceding 120 days; and (C) with respect to Collaboration Product that is used by a Party, or an Affiliate of a Party, to supply services or information to a third party for commercial purposes, or are otherwise disposed of, excluding demonstration or other marketing activities performed for no or de minimis compensation, the Net Sales will be determined as if such Collaboration Product had been sold to a non-affiliated third party purchaser at the average Net Sales for such Collaboration Product during the immediately preceding 120 days. View More