Net Sales

Net Sales. The excess of (i) the amount invoiced for the sale of the Targacept Product by Targacept or any of its Affiliates or Licensees, as applicable, to Third Parties that are not Affiliates, licensees or sublicensees of the selling party, unless such Affiliates, licensees or sublicensees are the end users of the Targacept Product in which case the amount billed therefor shall be deemed to be the amount that would be invoiced to a Third Party in an arms' length transaction, over (ii) the sum of the... following: (a) cash or quantity discounts allowed; (b) credits, refunds and allowances for returns, rejections and recalls; (c) charges for freight, insurance and transportation specifically included in the amount invoiced; (d) sales and use taxes, duties or other governmental tariffs and other similar taxes incurred; and (e) accruals for estimated wholesaler chargebacks, contract rebates and bid rebates and Medicaid and other similar government mandated rebates, all of which shall be determined in accordance with Targacept's standard accounting methods View More

Net Sales. Means the amounts received by BDSI and its Affiliates for sales of the Royalty Product in the world following the Effective Date, less the following to the extent otherwise included in Net Sales: (i) reasonable returns, allowances, refunds, and rebates actually paid, granted or accrued, (ii) trade, quantity, cash, and other discounts and any other reasonable adjustments actually allowed or granted, including, but not limited to, those granted on account of price adjustments (including... retroactive price adjustments), billing errors, rejected goods, damaged or defective goods, or recalls, (iii) chargebacks, rebates, reimbursements or similar payments or adjustments granted or given to wholesalers or other distributors, buying groups, health care insurance carriers or other institutions, pharmacy benefit management companies, health maintenance organizations or other health care organizations, or any governmental or regulatory authority or agency (including their purchasers and/or reimbursers), (iv) adjustments arising from consumer discount programs, (v) customs or excise duties, tariffs, sales, consumption, value added, and other taxes (except income taxes) or similar payments related to particular sales or shipments of the Royalty Product, and (vi) freight, handling, and insurance. Notwithstanding anything herein to the contrary, the transfer of a Royalty Product to an Affiliate, sublicensee, or other Third Party (i) in connection with the research, development or testing of a Royalty Product, (ii) for purposes of distribution as promotional samples or resale, or (iii) for indigent or similar public support or compassionate use programs shall not, in any case, be considered a sale of a Royalty Product under this Agreement. View More

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. The gross invoiced sales price of all Licensed Products sold by Neuralab or its Sublicensees to Third Party end users, after deduction of the following items to the extent such items are incurred, taken or borne by the seller thereof and do not exceed reasonable and customary amounts in the market in which such sale occurred: (a) trade, cash or quantity discounts or rebates; (b) credits or allowances given or made for rejection or approved return of goods ; (c) taxes or government charges,... duties or tariffs (other than an income tax) levied on the sale, transportation or delivery of a Licensed Product. Sales between Neuralab and its Affiliates or Sublicensees shall be excluded from the computation of Net Sales except where such Affiliates or Sublicensees are end users, but Net Sales shall include the subsequent final sales to Third Party end users by such Affiliates or Sublicensees. View More

Net Sales. The amount billed or invoiced on arms length sales of QS-21 Vaccines by GSK, its Affiliates or Third Party Sublicensees to Third Parties including its distributors ("Gross Sales") less deductions duly documented for (i) normal and customary trade, quantity and cash discounts and non-affiliated broker's, distributor's or agent's commissions actually allowed and taken; (ii) amounts repaid or credited by reason of rejection or return or retroactive price reduction; (iii) to the extent separately... stated on purchase or sales orders, invoices, or other documents of sale, sales and excise taxes and duties levied on and/or other governmental charges made as to production, sale, importation, transportation, delivery or use paid by or on behalf of GSK or its Affiliates or Third Party Sublicensees; (iv) transportation costs including insurance; and (v) the [**] determined as [**] of [**] and other special [**] and/or [**] and [**] with Licensed Vaccines; (vi) any [**] to [**] on [**], provided however that deductions under this subparagraph (vi) shall not exceed [**] of [**]; and (vii) contributions and payments required by the United States Government to be made pursuant to the [**], specifically with respect to any of [**], and which [**] and [**] have been [**] on to the [**] and are [**] in the [**] of [**] and which are not [**], provided however that deductions under this subparagraph (vii) and subparagraph (v) shall not exceed [**] of [**] in the [**]. Sales between or among GSK and its Affiliates or Third Party Sublicensees shall be excluded from the computation of Net Sales except where the Affiliates or Third Party Sublicensees are end users, but Net Sales shall include the subsequent final sales to Third Parties by the Affiliates or Third Party Sublicensees. For the avoidance of doubt, in the event GSK gets any indirect financial interest, income or other consideration back from the subsequent QS-21 Vaccines sales of GSK distributors to Third Parties, such financial interest, income or consideration shall be included as Net Sales. View More

Net Sales. Means gross sales less all cash and trade discounts, returns and credit for defective merchandise, allowances and other customer deductions.

Net Sales. Shall mean the aggregate amount billed by CUMBERLAND for the sale of the Product, less returns, buying group chargebacks, group purchasing organization administrative fees, managed care organization rebates, sales/purchasing discounts, prompt payment discounts, federally mandated discounts or rebates, state medical assistance program rebates and discounts, adjustments for quantities shipped, and other discounts and fees, all as determined on an accrual basis.

Net Sales. For the applicable period, the gross amount invoiced by Alliant or its Permitted Sublicensees for the sale or other disposition of a Licensed Product, less customary adjustments from gross sales to net sales as determined in accordance with U.S. Generally Accepted Accounting Principles as consistently applied by Alliant, including but not limited to: (a) customary quantity, trade and/or cash discounts, allowances, charge backs, rebates, and price adjustments or reductions consistently applied... by Alliant; (b) actual credits, rebates, or refunds for the Licensed Product that are rejected, returned or destroyed by customers; (c) freight, postage, and shipping expenses (including insurance relating thereto) absorbed by Alliant; and (d) sales and other excise taxes and duties directly related to the sale, to the extent included in the gross invoiced amount. Net Sales shall not include any sales of the Licensed Product to Permitted Sublicensees if such Permitted Sublicensees are not end-users, but Net Sales shall include subsequent final sales to third parties by any Permitted Sublicensees. If the Licensed Product is sold in the form of a Combination Product, then for the purpose of calculating royalties owed under this Agreement on sales of the Combination Product, Net Sales shall be an amount equal to the actual net sales of such Combination Product (calculated using the above described deductions) multiplied by the fraction A/(A+B), where A is the weighted (by sales volume) average invoice price of the actual Licensed Product component of such Combination Product, and B is the total of the weighted (by sales volume) average invoice prices of the other products, active ingredients, devices, equipment or components of such Combination Product. If the Licensed Product is sold in a Multiple Products Sale, then the Net Sales price of the Licensed Product sold in a Multiple Products Sale shall not be reduced (if it is reduced at all) by an amount that is proportionately greater than the amount by which the other components of such Multiple Products Sale are reduced in such sale View More

Net Sales. The gross amount invoiced by Rhein for the sale or other disposition to an unaffiliated third party of Licensed Product, less the following deductions for amounts actually incurred related to the sale or other disposition: (a) normal, customary trade discounts (including volume discounts), credits and rebates and allowances and adjustments for rejections, recalls or returns; and (b) freight, insurance, sales, use, excise, value-added and similar taxes or duties imposed on the sale and included... in the gross amount invoiced View More

Net Sales. Means the total amount invoiced to non-Affiliate third parties on sales of TZP Products by Dynavax, Dynavax's Partners, and the Affiliates and sublicensees of each, less the following reasonable and customary deductions allowed to the buyer against the invoiced amount: (i) trade, cash and quantity discounts; (ii) amounts for claims, allowances or credits for returns; and (iii) prepaid freight, sales taxes, duties and other governmental charges (including value added tax) on particular sales,... but excluding what is commonly known as income taxes, in each case if charged separately on the invoice and paid by the customer. For the removal of doubt, Net Sales shall not include sales to Dynavax, Dynavax's Partners, and the Affiliates and sublicensees of each for resale; however, sales to such entities shall be treated as Net Sales at list price. A sale shall also include a transfer or other disposition for consideration other than cash, in which case such consideration shall be valued at the fair market value thereof. View More