Net Sales

Net Sales. Shall mean the sales price invoiced on sales of Products by Qiagen to non-Affiliate third parties, less the following deductions to the extent actually incurred with respect to such Products: (a) amounts for claims, allowances or credits for returns, retroactive price reductions, or chargebacks; (b) freight, postage, shipping, customs duties and insurance charges, (c) all sales use, excise, value-added or similar taxes, measured by the billing amount when included in billing, (d) normal and... customary trade, cash and quantity discounts, allowances, rebates and credits (not to exceed [*] percent ([*]%) of invoiced sales for a calendar quarter), and (e) uncollected amounts to the extent not exceeding [*] percent ([*]%) of invoiced sales for a calendar quarter. Notwithstanding the foregoing, in the event that a Party determines in its sole discretion that it is impractical for it to calculate the above deductions from the Net Sales with respect to a given Product, such Party may, calculate Net Sales by reducing the gross invoiced (which invoice shall have included the items in subsections (b) and (c) above) sales attributable to such Product by [*] percent ([*]%) exclusive of value added or similar taxes measured by reference to the amount billed. Any such election shall apply to the full period for which Net Sales are reported to such Product. View More

Net Sales. Shall mean the gross receipts derived in arms-length transactions from the sale of Cephalon **Portions of the Exhibit have been omitted and have been filed separately purusant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 7 Modafinil Product in the United States or other applicable markets by Cephalon (or by its Affiliates, distributors and resellers) (but... excluding any sales of Cephalon Modafinil Product sold by Cephalon to Teva in the United Kingdom pursuant to the terms of the United Kingdom supply and distribution agreement to be entered into by the parties as contemplated in Section 2.6, or pursuant to the terms of any analogous agreements between the parties for other EU countries as contemplated by that Section) to independent third parties in the United States or other applicable markets, less the sum of the following items: (a)Import, export, excise and sales taxes and custom duties paid or allowed by the selling party and any other governmental charges imposed upon the production, importation, use or sale of Cephalon Modafinil Product; (b)Credit for returns, refunds, rebates and allowances, or trades to customers for returned or recalled Cephalon Modafinil Product; (c)Trade, quantity and cash discounts actually allowed; (d)Transportation, freight and insurance allowances; and (e)Rebates actually granted to wholesalers or other customers, administrative fees in lieu of rebates paid to managed care and other similar institutions, chargebacks and retroactive price adjustments and any other similar allowances which effectively reduce the net selling price. Gross and Net Sales shall be calculated according to US GAAP. Sales or transfers between or among a party to this Agreement 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 parties by such Affiliates or sublicensees. **Portions of the Exhibit have been omitted and have been filed separately purusant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. 8 Where (i) Cephalon Modafinil Product is sold as one of a number of items without a separate price; or (ii) the consideration for the Cephalon Modafinil Product shall include any non-cash element; or (iii) the Cephalon Modafinil Product shall be transferred in any manner other than an invoiced sale, the gross sales applicable to any such transaction shall be deemed to be the selling party's average gross sales for the applicable quantity of Cephalon Modafinil Product during the calendar quarter. If there are no independent gross sales of Cephalon Modafinil Product in the United States at that time, then Teva and Cephalon shall appoint a mutually acceptable third party (that is not an Affiliate of either Teva or Cephalon) to determine in good faith and estimate of the gross sales applicable to any such transactions based on a consideration of all relevant market factors, taking into account practices and policies customary in the industry. View More

Net Sales. Means the gross amount invoiced by Embrex, its Affiliates, ----------- or any sublicensee of Embrex for sales to a third party or parties of Products, less normal and customary trade discounts actually allowed, rebates, returns, credits, taxes the legal incidence of which is on the purchaser and separately shown on Embrex's or any sublicensee of Embrex's invoices and transportation, insurance and postage charges, if prepaid... by Embrex or any sublicensee of Embrex and billed on Embrex's or any sublicensee of Embrex's invoices as a separate item. View More

Net Sales. With respect to Products made by EC that it sells during the relevant fiscal period, the Gross Sales for such fiscal period, reduced by (i) cash, trade or quantity discounts actually given by EC; and (ii) credits actually allowed by EC.

Net Sales. Shall mean the aggregate equivalent of gross revenue received by Licensee, its Affiliates or sublicensees from or on account of the sale of the Product to non affiliated third parties on which payments are due under this Agreement, less (i) reasonable credits or allowances, if any, actually granted on account of cash or trade discounts, recalls, rebates, rejection or return of the Product previously sold, (ii) excises, sales taxes, value added taxes, consumption taxes, duties or other taxes... imposed upon and paid with respect to such sales (excluding income or franchise taxes of any kind) and (iii) separately itemized insurance and transportation costs incurred in shipping the Product to such third parties. No deduction shall be made for any item of cost incurred by Licensee or its Affiliates in preparing, manufacturing, shipping or selling the Product except as permitted pursuant to clauses (i), (ii) or (iii) of the foregoing sentence. Net Sales shall not include any transfer between Licensee and any of its Affiliates or sublicensees for resale. No transfer of the Product for test or development purposes or as free samples shall be considered a sale hereunder for accounting and payment purposes. Net Sales shall not include any of Columbia's Net Sales, as such term is defined in the Marketing License Agreement. Notwithstanding the foregoing, Net Sales of Product sold by Ares (through its affiliate Serono, Inc.) and dispensed to patients within the Non-Fertility Specialist Market in the United States shall be calculated in the manner set forth in Exhibit B of the Marketing License Agreement. View More

Net Sales. Shall mean the invoiced sales price of a (Finished) Product in the Field in the Territory received by QLT, its Affiliates and/or sub-licensees, from independent third parties in arm's length transactions exclusively for money or, where the sale is not at arm's length, the price that would have been so invoiced if it had been at arm's length, less: (a) Credits or allowances, if any, given or made for purchase charge backs, price reductions, returns, rebates, rejections, recall or ... destruction of spoiled, damaged, out-dated, returned or otherwise unacceptable product (voluntarily made or requested or made by an appropriate governmental agency, subdivision or department), quantity, trade, early-settlement and/or cash discounts, allowances and/or incentives on account of or in relation to the invoiced sales price of (Finished) Products; (b) Any duty, tax, excise or governmental charge upon or measured by the production, sale, transportation, delivery or use of (Finished) Products related to or based upon sales of (Finished) Products (including value added taxes); (c) Transportation and handling charges or allowances (freight, postage, shipping and insurance), if any, incurred on account of or in relation to the invoiced sales price of (Finished) Products and provided the amounts are separately charged on the relevant invoice; and (d) Allowances for bad debts and unpaid accounts in respect of the sale of (Finished) Products. In no event will the total of these above-detailed deductions be greater than: (i) In the first year of sales, [*], and (ii) Thereafter, [*]; of the total invoice price; such limit to be calculated on a quarterly basis. View More

Net Sales. Means Gross Sales Net of Chargebacks less, with respect to sales of Product: (A) freight and insurance charges actually paid; (B) discounts, credits or allowances, if any, given or made because of price adjustments; (C) actual replacements, returns or rebates (including but not limited to group purchasing organization fees and rebates and governmental rebates); (D) reasonable selling and marketing expenses (including pre-launch expenses and sales force costs); (E) sales, excise and value added... taxes if paid by APP and (F) general and administrative costs incurred with respect to the Product during a calendar year [***]. The amount of the Net Sales for any period will be determined in accordance with GAAP on the basis of sales recorded in the ordinary course on the books of the relevant APP Parties during such period, less the deductions provided for in this Section 1.18. View More

Net Sales. Shall mean, for any relevant calendar period with respect to the Products, the Gross Sales for such calendar period, increased by any uncollectible receivables previously written off to the extent ultimately collected, and reduced by (i) actual cash, trade or quantity discounts or credits, including "off-invoice discounts," actually given or allowed by Sweetheart; (ii) uncollectible receivables and bad debt expenses with regard to receivables previously included ... as Net Sales (as written off by Sweetheart for financial statement reporting purposes), (iii) sales, use, value-added, import, export, excise or similar taxes to the extent paid by Sweetheart, and (iv) insurance, freight and transportation costs paid by Sweetheart in connection with the delivery and shipment of the Products, whether or not included as a separate item in the invoice (but exclusive of discounts, returns, taxes or freight and transportation charges deducted in computing Gross Sales). View More

Net Sales. Shall mean, with respect to the Products, the Gross Sales for the relevant fiscal period, reduced by (i) cash, trade or quantity discounts actually given by HPC; and (ii) credits actually allowed by HPC.

Net Sales. Shall mean the total of all fees and other consideration received by Company and any Affiliate for the use, sale, rental, or lease of Products, less returns and customary trade discounts and rebates actually given, outbound freight, value added, sales or use taxes, and custom duties. No other costs incurred in the manufacturing, selling, advertising, and distribution of the Products shall be deducted. In the case of... transfers of Products to an Affiliate by Company for sale, rental, or lease of such Products to third parties by such Affiliate, Net Sales shall be based upon the greater of the total fees and other consideration charged by the Affiliate to third parties or the total fees and consideration charged by Company to the Affiliate. View More