Net Sales

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 Sublicensee; and (ii) credits actually allowed by Sublicensee.

Net Sales. Shall mean the gross amount invoiced to non-affiliated Third Parties by Gen-Probe, its Affiliates, or its sublicensees in arms length transactions, less the following reasonable and customary accrual-basis deductions to the extent applicable to such invoiced amounts (to the extent each is actually incurred and included in the invoiced gross sales price) in accordance with generally accepted accounting practices ("US GAAP"), as... consistently applied by Gen-Probe for financial reporting purposes: (i) [...***...], [...***...] and [...***...], [...***...], or [...***...] (including, without limitation, [...***...]); (ii) [...***...] for [...***...], [...***...] or [...***...] or [...***...]; [...***...]; [...***...]; or [...***...]; (iii) [...***...], [...***...] and [...***...], [...***...], [...***...], [...***...] and other [...***...] (including [...***...], but excluding what is commonly known as [...***...]); and (iv) [...***...] or [...***...] given or made for [...***...], [...***...] and [...***...]. The specific deductions taken under, and the general provision of, (i) through (iv) above shall be adjusted periodically as necessary to reflect amounts actually incurred. For the avoidance of doubt, a Licensed Product sale shall be deemed to occur when shipment of such Licensed Product is recognized by Gen-Probe, its Affiliates, or its sublicensees as revenue under US GAAP, consistently applied.. 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. Transfers or dispositions for charitable or promotional purposes or for pre-clinical, clinical, regulatory or governmental purposes prior to receiving Marketing Approval are not considered a "sale." View More

Net Sales. Shall mean gross invoiced sales of Metformin Product by a party in the Territory during the Payment Period, less the following to the extent related to the Metformin Product sold during the Payment Period: 1.14.1. any statutory or contractual liability for rebates to be paid to or for the benefit of any government entity including, but not limited to, rebates to be paid pursuant to the Medicaid rebate legislation and state and local government rebate programs; 1.14.2. cash discounts... for prompt payment of invoices by customers consistent with the historical experience of the party's business; 1.14.3. Recall Costs (Recall Costs shall mean any direct monies or credits paid or payable to customers as a result of Metformin Product recalled in the first twelve (12) months from the start of the 180-Day Exclusivity Period.) The amount of Recall Costs for the party not responsible for the recall, shall not exceed the dollar value of Net Profit realized by that party from the sale of such Metformin Product recalled; 1.14.4. any liability payable to customers for rebates or fees (including, but not limited to, administrative, marketing and educational fees) consistent with the historical experience of the party's business; and 1.14.5. any adjustments granted to customers for repayments, allowances or credits for rejected or returned Metformin Product, retroactive price adjustments (e.g., floorstock adjustments), reprocurement fees, free Metformin Product provided to customers in lieu of discounts or rebates, damaged Metformin Product, promotional allowances, or chargebacks, payments to customers in respect of margin sharing arrangements, or other discounts and deductions payable to customers required to be accrued in accordance with GAAP, consistently applied, and consistent with the party's historical practice. The above deductions from gross invoice price shall be accrued in accordance with U.S. GAAP, applied on a consistent basis, and consistent with the party's historical practice. All such accruals shall be subject to further "true up" pursuant to Section 3.9. If a party sells any Metformin Product directly or indirectly to an Affiliate, and such Affiliate thereafter sells Metformin Product to an independent third party, only the revenues of the sale of Metformin Product by such Affiliate to such independent third party shall be used in the calculation of Net Sales. Any discount, allowance, adjustment, rebate, management fee or wholesaler chargeback for Metformin Product that is given to a customer due to the purchase of a product other than Metformin Product, or due to the purchase of a service not related to the Metformin Product, shall not be taken into consideration for the calculation of Net Sales. View More

Net Sales. Shall mean the gross amount invoiced by Calypte or its Affiliate from the sale of a Licensed Products to a Third Party within the Territory and Field of Use, less the following actually incurred by Calypte as a result of such amounts invoiced: shipping costs, insurance costs, custom duties, sales tax, VAT, promotional discounts, rebates and returns. If Licensed Products are sold in the form of a combination product containing one or more diagnostic tests that are not Licensed Products under... this Agreement, Net Sales for such combination product shall be calculated by multiplying actual Net Sales of such combination product by the fraction A/(A+B), where A is the list price in the relevant country of the Licensed Product if sold separately and B is the total list price in the relevant country of any other diagnostic tests in the combination if sold separately. If, on a country-by-country basis, the Licensed Products and other diagnostic tests contained in a combination product are not sold separately in such country, the Net Sales of such combination product shall be determined by multiplying the Net Sales of such combination product by the fraction A/(A+B), where A is the number of Licensed Products in the combination product and B is the number of other diagnostic tests in the combination product that are not Licensed Products. The total of A+B shall not exceed two (2). View More

Net Sales. Gross revenues received by the Company or its Affiliates from the manufacture, sale, or use of Patented Products by such entities, less trade discounts allowed, third party commissions, refunds, recalls, freight and delivery costs, sales taxes, rebates accrued, incurred or paid to Federal Medicaid or State Medicare or other government payors and amounts exactly repaid or credited by the... Company by reason of rejection or return of a Patented Product. View More

Net Sales. As used herein means actual advertisement revenue and other revenues (and the value of barter consideration as determined by IRS rules) received by LICENSEE for or from Licensed Products, less returns, discounts,actual commissions (which shall not exceed 15% in any case), bad debts arising from sale of Licensed Products, and sales taxes.

Net Sales. Shall mean the gross amount invoiced for the sale of the Product for use in the Field and in the Lower Respiratory Indication in arm's length sales to Third Parties less deductions not otherwise reimbursed by the Third Party for: (A) normal and customary trade, quantity and cash discounts and sales returns and allowances, including (1) those granted on account of price adjustments, billing errors, rejected goods, damaged goods, returns and rebates, (2) administrative and other fees and... reimbursements and similar payments to wholesalers and other distributors, buying groups, pharmacy benefit management organizations, health care insurance carriers and other institutions, (3) allowances, rebates and fees paid to distributors, and (4) chargebacks; (B) customs and excise duties and other duties related to the sales to the extent that such items are included in the gross amount invoiced; (C) rebates and similar payments made with respect to sales paid for by any governmental entity or Regulatory Authority; (D) sales and other taxes and duties directly related to the sale or delivery of the Product (but not including taxes assessed against the income derived from such sale); and (E) the sum of [CONFIDENTIAL TREATMENT REQUESTED] of the gross amount invoiced in lieu of the amount actually incurred, which is intended to cover, among other things, the cost of freight, postage, shipping, insurance, special packaging and bad debts that such Party incurs on such sales. Sales between Inspire and its Affiliates or sublicensees or between CFFT and its Affiliates or sublicensees, as the case may be, shall be excluded from the computation of Net Sales and no payments will be payable on such sales except where such Affiliates or sublicensees are end-users, in which case the amount billed therefor shall be deemed to be the amount that would be invoiced to a Third Party in an arm's length transaction. For purposes of determining Net Sales, Products shall be deemed to be sold when shipped and a "sale" shall not include transfers or dispositions for charitable, promotional, pre-clinical, clinical, regulatory or governmental purposes. View More

Net Sales. Shall mean the [ * ]. Such amounts shall be determined from the books and records maintained by a Party as applicable. All Net Sales made by DUSA are sales in the Field unless DUSA receives approval for a Registration outside the Field.

Net Sales. With respect to any Covered Product shall mean the invoiced sales of all such Covered Products by MICROMET, its Affiliates, or its licensees or sublicensees with whom it has a joint development and/or commercialization program ("Joint Development Licensees"), less the following items as applicable to such Covered Product to the extent actually allowed and taken: (a) credits or allowances granted upon returns, rejections or recalls; (b) freight, shipping and insurance costs; (c) cash discounts,... quantity discounts and other trade discounts; and (d) customs duties, taxes and surcharges and other governmental charges incurred in connection with production, exportation, importation or sales, but not including taxes on income. View More

Net Sales. Means [*]. [*]