Net Sales Definition. The Definitions Exhibit to the 2002 Agreement is hereby amended by inserting immediately following Section 1.44 of the Definitions Exhibit to the 2002 Agreement the following:
Net Sales Definition. Section 1.65. The Parties wish to modify the calculation by which the Parties will determine Net Sales for the Quad and the Quad7340. Accordingly, the Parties hereby agree to add the following text to the end of Section 1.65 (definition for “Net Sales”) of the EVG Agreement: “Notwithstanding the foregoing provisions of this Section 1.65, Net Sales on which royalties will be payable with respect to the Combination Products Quad and Quad7340 only, shall be calculated as set forth below.
Net Sales Definition. For purposes of this Agreement “Net Sales” shall mean, with respect to a given period of time, the gross amount invoiced by Immunomedics, its Affiliates, and its sublicensees for sales of the Licensed Product to Third Parties, less the following deductions and offsets that are (x) actually incurred, allowed, accrued and/or taken in accordance with GAAP, to the extent taken on account of the purchase of the Licensed Product and not attributable to other products of Immunomedics or its Affiliates and (y) specifically allocated with respect to such sale, but solely to the extent that such deductions or offsets are not otherwise recovered by or reimbursed to Immunomedics, its Affiliates and its sublicensees:
Net Sales Definition. 2.1 Section 1.62 of the Agreement is hereby amended by insertion of the following paragraph after subsection (f) of the first paragraph: “In the case of sales of a Diagnostic Product by a sublicensee of FivePrime’s rights under this Agreement, FivePrime may by written notice to Galaxy replace the deductions of (a) through (f) above with the deductions allowed in the corresponding sublicense agreement, such notice to include the new list of deductions, provided such new deductions are commercially reasonable.”
Net Sales Definition
