Sublicensee Net Sales definition

Sublicensee Net Sales means the total gross amount invoiced by Sublicensees (other than a Sublicensee that is an Affiliate of Licensee) (regardless of whether and when such invoices are actually paid) on the sale of Licensed Products or the provision of Licensed Services to Third Parties (including, without limitation, the provision of any product by any Sublicensee (other than a Sublicensee that is an Affiliate of Licensee) that incorporates a Licensed Product or Licensed Service but for clarity excluding documented sponsored research and/or development activities (including costs for preclinical and clinical development), valued at the actual direct cost of such activities on a fully burdened basis (including reasonable margin for overhead)), less the following items, as determined from the books and records of Sublicensees:

Sublicensee Net Sales means the gross amount invoiced for all Licensed Products sold by a Sublicensee to a Third Party, less deductions for:

Sublicensee Net Sales means any Net Sales generated by a Sublicensee.

Examples of Sublicensee Net Sales in a sentence

• If no such separate sales are made Sublicensees, Sublicensee Net Sales for royalty determination shall be calculated by multiplying Sublicensee Net Sales of the Sublicensee Combination Sale by the fraction C/(C+D), where C is the fully allocated cost attributable to the Licensed Product included in the Combination Sale and D is the fully allocated cost attributable to such other active components.

• For clarity, Net Sales shall not include sales by or among Bellicum and its Affiliates or Sublicensees for purposes of resale to Third Parties, provided that, upon resale of such Licensed Product by Bellicum or its Affiliate or Sublicensee, Net Sales shall include the amount received by Bellicum, its Affiliate or Sublicensee from Third Parties on the resale of such Licensed Product.

• Sales of Licensed Products or the provision of Licensed Services between or among Licensee, its Affiliates or its Sublicensees shall be excluded from the computation of Sublicensee Net Sales, except in those instances in which the purchaser is also the commercial end- user of the Licensed Product sold or Licensed Service provided.

• Only a single royalty payment shall be due and payable on Net Sales and Sublicensee Net Sales of a Licensed Product or performance of a Licensed Service, regardless if such Licensed Product or Licensed Service is Covered by more than one Valid Claim.

• Further, transfers of reasonable quantities of Licensed Product by Licensee, any of its Affiliates or of its Sublicensee to a Third Party that is not a Sublicensee for use in the development of such Licensed Product (and not for resale) and transfers of industry standard quantities of Licensed Product for promotional purposes shall not be deemed a sale of such Licensed Product that gives rise to Sublicensee Net Sales for purposes of this Section 1.56.

More Definitions of Sublicensee Net Sales

Sublicensee Net Sales means, with respect to a given period of time, gross amounts invoiced by a Sublicensee of a Party or any of its Affiliates in such period, less the following deductions from such gross amounts which are actually incurred, allowed, paid, accrued or specifically allocated:

Sublicensee Net Sales means Net Sales generated by a Sublicensee or an Affiliate of a Sublicensee.

Sublicensee Net Sales shall have the same meaning as “Net Sales” (mutatis mutandis), except that it refers to amounts collected by a Sublicensee from a Third Party in connection with the sale, lease, or any other disposition of Licensed Products by the Sublicensee (as opposed to any amounts collected by the Licensee).

Sublicensee Net Sales means:

Sublicensee Net Sales means Net Sales of Product that is sold or otherwise supplied by or on behalf of a given Related Party.

Sublicensee Net Sales means gross revenues received by the sublicensee on the sale of any Product less (a) trade discounts actually allowed; and (b) when borne by the sublicensee connection with the sale, transportation and handling charges; sales, use and excise taxes; import duties, tariffs or other governmental charges; and credits for claim or allowances, retroactive price reductions, refunds, returns, and recalls. There shall not be any imputed gross revenue for samples free goods or other marketing programs whereby the Product is given away to induce sales there of. For purposes of determining Net Sales, a sale shall be deemed to have occurred when the sale is invoiced or when the Product is delivered, whichever occurs first. In the case of the transfer or sale of Product by the sublicensee to an affiliate, distributor or subdistributor of the sublicensee for sales by such affiliate, distributor or subdistributor, Net Sales shall be based upon the greater of the total invoice price charged by the sublicensee to such affiliate, distributor or subdistributor or the tl invoice price charged by such affiliate, distributor or subdistributor to its customers.

Sublicensee Net Sales means, with respect to a Licensed Product, the gross amounts invoiced by Sublicensees for sale of Licensed Product, less the following customary deductions, determined in accordance with GAAP and standard internal policies and procedures and accounting standards and methods consistently applied throughout such Sublicensee’s organization, to the extent specifically and solely allocated to such Licensed Product and actually taken, paid, accrued, allowed, included or allocated: [***]. [***] Redacted pursuant to confidential treatment request.