Net Sales Sample Clauses

Net Sales. The term “Net Sales” shall mean the gross amount invoiced by Licensee and its Affiliates or its Sublicensees, or any of them, on all sales of Licensed Products and Licensed Processes, less (a) discounts actually allowed; (b) credits for claims, allowances, retroactive price reductions or returned or rejected goods; (c) amounts invoiced and actually paid for third party transportation, insurance or shipping charges to an end user of the Licensed Product or Licensed Process; (d) any taxes or other governmental charges actually paid in connection with the sale, transportation, or delivery of Licensed Products or Licensed Processes (but excluding what are commonly known as income taxes and value-added taxes). Net Sales shall include all consideration invoiced by Licensee, its Affiliates or its Sublicensees in exchange for any Licensed Products or Licensed Processes including without limitation any monetary payments or, with regard to any other property paid in exchange for any Licensed Products or Licensed Processes, an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefore is generated, the Licensed Product shipped for delivery or the Licensed Process completed or provided. Sales of Licensed Products or Licensed Processes by and amongst Licensee, its Affiliates or Sublicensees shall be excluded, unless the Affiliates or Sublicensees consume the Licensed Products or Licensed Processes, and only the subsequent sale of such Licensed Products or Licensed Processes to unrelated parties shall be deemed Net Sales hereunder.
Net Sales. The term “Net Sales” shall mean the gross amounts invoiced by (i) Licensee or its Affiliates or Sublicensees to Third Parties on sales of Licensed Products, or (ii) Licensee or its Affiliates to Third Parties on sales of Company Products; in each case, less the following items, to the extent attributable to such sales of Products (if not previously deducted from the amount invoiced): (a) […***…]; (b) […***…]; (c) […***…]; (d) […***…]; (e) […***…]; (f) […***…]; and (g) […***…]. Net Sales shall include all consideration charged by Licensee, its Affiliate, or, solely in the case of Licensed Products, a Sublicensee (in each case, a “Selling Party”), in exchange for any Products, including without limitation any monetary payments or, with regard to any other property paid in exchange for any Products an amount in cash equal to the fair market value of such property. For purposes of determining Net Sales, a sale shall be deemed to have occurred when an invoice therefor shall be generated or the Product is shipped for delivery. Sales of Products by one Selling Party to another Selling Party for resale shall be excluded, and only the ***Confidential Treatment Requested subsequent sale of such Products to unrelated parties shall be included in the calculation of Net Sales hereunder. The deductible items listed in sub-clauses (a)-(g) above shall be either (i) included as line items on the invoice, or (ii) reasonably supported by other appropriate documentation as being specifically attributable to sales of Products in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or International Financing Reporting Standards (“IFRS”), as applicable, consistently applied throughout the organization of the Selling Party; and such amounts shall be included in the quarterly Royalty Reports that Licensee sends to TSRI pursuant to Section 6.3. If Licensee or another Selling Party receives refunds or reimbursements of any amounts deducted as set forth herein, then such refunded or reimbursed amounts shall be considered Net Sales in the applicable reporting period in which such refunded or reimbursed amounts are received. Products distributed as free promotional samples or in any compassionate use program, donated to non-profit institutions or government agencies, in which, in each case, no monetary or other consideration is paid to or received by the Selling Party, and Products used in research or development activities, including, without limitation, cli...
Net Sales. The sales price at which Licensee or any Subsidiary or Affiliate (as hereinafter defined) bills its Non-Subsidiary or Affiliate customers for Articles less: (i) all returns of damaged, defective or other merchandise, uncollectible accounts, trade and cash discounts and allowances, and taxes directly applicable to the sale of Articles (such as sales, use, value added or similar taxes); (ii) all freight and shipping charges, insurance costs and duties and other governmental charges paid by the Licensee to the extent stated separately on any invoice; (iii) all receipts from the sale of discontinued and close-out merchandise (which shall include only Articles sold at a discount of 25% or more from the normal price charged to that specific customer and then only to the extent that the aggregate gross sales thereof in any contract year do not exceed fifteen percent (15%) of total gross sales); and, (iv) all receipts from the sale of samples, displays, brochures, gift-with-purchase and similar advertising and promotional materials and packaging supplies. Notwithstanding the terms of sub-section (iii) above, Licensee shall not be excused from paying royalties on the sales of the Articles in which the Licensee receives a minimum gross margin of 25%, in which gross margin is defined as sales price to the customer less Licensee's cost of goods and shipping. For purposes of calculating royalties, any sales of Articles that are not at arms-length shall have a royalty amount charged to them at Licensee's arms-length cost.
Net Sales. “Net Sales” shall mean the gross consideration actually received or collected by NewLink and/or any Affiliate from the transfer, sale or other commercial distribution of any Licensed Product to a third party customer, less:
Net Sales. The Borrower shall not permit the net sales ---------- volume of Hydrocarbons from the Borrower's and its Subsidiaries' Oil and Gas Properties for the periods indicated on Schedule 10.23 to be less than the -------------- amount for such period as set forth in Schedule 10.23. ---------------
Net Sales. The amount received for a sale of the Licensed Product or Combination Product (as defined below), as applicable, to third parties by ARES, its Affiliates or sublicensees, less: (i) trade, cash and quantity discounts, rebates or reimbursements, if any, actually allowed or paid; (ii) returns, allowances and adjustments actually granted to customers; (iii) freight, insurance and other transportation charges actually accrued or paid; and (iv) taxes (other than taxes on ARES' income), duties or other governmental charges on sales or use actually absorbed by ARES or its Affiliates or sublicensees with respect to the sale of such Licensed Product or Combination Product. If the Licensed Product is sold in combination with other ingredients, products, devices, equipment or components (a "Combination Product"), Net Sales for any such Combination Product shall be computed by multiplying what would otherwise be the Net Sales of such Combination Product by the Combination Allocation Fraction (as defined below) attributable to such Combination Product. The "Combination Allocation Fraction" as used herein shall be a fraction, the numerator of which shall be the fair market value of the Licensed Product included in the Combination Product and the denominator of which shall be the fair market value of such Licensed Product plus the fair market value of the ingredients, products, equipment or components of such Combination Product that are not Licensed Product. If no market price exists, fair market value shall be determined in good faith by ARES and SIGNAL. Sales among ARES and its Affiliates or sublicensees shall be disregarded and only final sales to unrelated third parties shall be included in Net Sales.
Net Sales. The term "Net Sales" shall mean the amount received by Spectrum, its Affiliates, its sublicensees or distributors on account of sales of a Product to Third Parties in the Territory, less the following deductions to the extent actually allowed or specifically allocated to the Product by the selling party using GAAP and not separately invoiced: (i) sales and excise taxes and duties paid or allowed by the selling party and any other governmental charges imposed upon the production, importation, use or sale of such Product; (ii) customary trade, quantity and cash discounts allowed on Product; (iii) allowances or credits to customers on account of rejection or return of Product or on account of retroactive price reductions affecting such Product; (iv) freight and insurance costs; (v) rebates, chargebacks and other amounts paid on sale or dispensing of the Product; and (vi) the booked cost of devices or systems used for delivering a Product into the patient where the Product when sold is a combination of the active pharmaceutical ingredient and the device or system. For the avoidance of doubt, for each Product the Net Sales shall be calculated only once for the first sale of such Product by either Spectrum, its Affiliate, its sublicensee or its distributor, as the case may be, to a Third Party which is neither an Affiliate, sublicensee or distributor of Spectrum. A sale of Products by Spectrum, its Affiliate, its sublicensee or its distributor to a wholesaler shall be regarded as the first sale of the Product for the purpose of calculating Net Sales unless such sale is made by one of them directly to a hospital, pharmacy, physician, retailer or other entity which provides the Product to the patient in which case the first sale shall be the sale to such hospital, pharmacy, physician, retailer or other entity. Net Sales shall not include the amount received on account of sales of a Product or of sales of a Product in a particular country for which the term of this Agreement has expired in accordance with Section 11.1 on or before the date of the invoice for such sales.